UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 16, 2022
CHAVANT CAPITAL ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-40621 | 98-1591717 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
445 Park Avenue, 9th Floor New York, New York |
10022 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 745-1086
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered | ||
| Units, each consisting of one ordinary share, par value $0.0001 per share, and three-quarters of one redeemable warrant | CLAYU | The Nasdaq Stock Market LLC | ||
| Ordinary shares, par value $0.0001 per share | CLAY | The Nasdaq Stock Market LLC | ||
| Redeemable warrants, each warrant exercisable for one ordinary share, each at an exercise price of $11.50 per share | CLAYW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01 Regulation FD Disclosure.
On November 16, 2022, Chavant Capital Acquisition Corp., a publicly-traded special purpose acquisition company (“Chavant”), and Mobix Labs, Inc. (“Mobix Labs”) issued a press release announcing that they have executed a business combination agreement, by and among Chavant, Mobix Labs and CLAY Merger Sub II, Inc., a Delaware corporation and newly formed, wholly-owned direct subsidiary of Chavant (“Merger Sub”), pursuant to which Merger Sub will be merged with and into Mobix Labs, with Mobix Labs surviving the merger as a wholly-owned direct subsidiary of Chavant (the “proposed transaction”). Upon closing of the proposed transaction, the combined company will be named Mobix Labs, Inc., and its common stock and warrants are expected to be listed on the Nasdaq Stock Market (the “Nasdaq”). A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference.
Additionally, furnished as Exhibit 99.2 hereto and incorporated into this Item 7.01 by reference is the investor presentation that Chavant and Mobix Labs have prepared for use in connection with the announcement of the proposed transaction.
Furnished as Exhibit 99.3 and Exhibit 99.4 hereto and incorporated into this Item 7.01 by reference are two communications Mobix Labs prepared for use in connection with the announcement of the proposed transaction.
The information in this Item 7.01, including Exhibit 99.1, Exhibit 99.2, Exhibit 99.3 and Exhibit 99.4 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Chavant under the Securities Act of 1933, as amended or the Exchange Act, except as otherwise expressly stated by specific reference in any such filing.
Important Information About the Proposed Transaction and Where to Find It
This Current Report on Form 8-K, including the exhibits furnished herewith, relates to a proposed transaction between Mobix Labs and Chavant pursuant to a business combination agreement, dated as of November 15, 2022, by and among Chavant, Merger Sub and Mobix Labs. Chavant intends to file a Registration Statement on Form S-4 (the “Form S-4”) with the U.S. Securities and Exchange Commission (“SEC”), which will include a preliminary prospectus and proxy statement of Chavant in connection with the proposed transaction, referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all Chavant shareholders as of a record date to be established for voting on the transaction. Chavant also will file other documents regarding the proposed transaction with the SEC.
Before making any voting decision, investors and security holders of Chavant are urged to read the registration statement, the proxy statement/prospectus, and amendments thereto, and the definitive proxy statement/prospectus in connection with Chavant’s solicitation of proxies for its shareholders’ meeting to be held to approve the transaction, and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about Chavant, Mobix Labs and the proposed transaction.
Investors and securityholders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Chavant through the website maintained by the SEC at www.sec.gov.
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The documents filed by Chavant with the SEC also may be obtained free of charge at Chavant’s website at www.chavantcapital.com or upon written request to: Chavant Capital Acquisition Corp., 445 Park Avenue, 9th Floor New York, NY 10022.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS FORM 8-K, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS FORM 8-K. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Forward-Looking Statements
This Form 8-K contains certain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact contained in this Form 8-K, including statements regarding the benefits of the proposed transaction, the anticipated timing of the completion of the proposed transaction, the products offered by Mobix Labs and the markets in which it operates, the expected total addressable markets for the products offered by Mobix Labs, the sufficiency of the net proceeds of the proposed transaction and related financing to fund Mobix Labs’ operations and business plan, the advantages of Mobix Labs’ technology, Mobix Labs’ competitive landscape and positioning, the expected benefits from future strategic acquisitions, and Mobix Labs’ growth plans, strategies and projected future results, are forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “plan,” “targets,” “projects,” “could,” “would,” “continue,” “forecast” or the negatives of these terms or variations of them or similar expressions. All forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. All forward-looking statements are based upon estimates, forecasts and assumptions that, while considered reasonable by Chavant and its management, and Mobix Labs and its management, as the case may be, are inherently uncertain and many factors may cause the actual results to differ materially from current expectations which include, but are not limited to:
| · | the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect the price of Chavant’s securities; |
| · | the risk that the proposed transaction may not be completed by Chavant’s deadline for the proposed transaction and the potential failure to obtain an extension of the deadline for the proposed transaction if sought by Chavant; |
| · | the failure to satisfy the conditions to the consummation of the proposed transaction, including the adoption of the merger agreement by the respective shareholders of Chavant and Mobix Labs, the satisfaction of the minimum cash amount following redemptions by Chavant’s public shareholders and the receipt of certain governmental and regulatory approvals; |
| · | the lack of a third party valuation in determining whether or not to pursue the proposed transaction; |
| · | the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; |
| · | the effect of the announcement or pendency of the proposed transaction on Mobix Labs’ business relationships, performance, and business generally; |
| · | risks that the proposed transaction disrupts current plans of Mobix Labs and potential difficulties in Mobix Labs’ employee retention as a result of the proposed transaction; |
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| · | the outcome of any legal proceedings that may be instituted against Mobix Labs or against Chavant related to the merger agreement or the proposed transaction; |
| · | failure to realize the anticipated benefits of the proposed transaction; |
| · | the inability to meet and maintain the listing of Chavant’s securities (or the securities of the post-combination company) on Nasdaq; |
| · | the risk that the price of Chavant’s securities may be volatile due to a variety of factors, including changes in the highly competitive industries in which Mobix Labs’ plans to operate, variations in performance across competitors, changes in laws, regulations, technologies including transition to 5G, global supply chain, U.S./China trade or national security tensions, and macro-economic and social environments affecting Mobix Labs’ business and changes in the combined capital structure; |
| · | the inability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities; |
| · | the risk that Mobix Labs and its current and future collaborators are unable to successfully develop and market Mobix Labs’ products or solutions, or experience significant delays in doing so; |
| · | the risk that Mobix Labs may never achieve or sustain profitability; |
| · | the risk that Mobix Labs will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; |
| · | the risk that the post-combination company experiences difficulties in managing its growth and expanding operations; |
| · | the risks relating to long sales cycles, concentration of customers, consolidation and vertical integration of customers, and dependence on limited or sole suppliers and channel partners; |
| · | the risk that Mobix Labs may not be able to consummate planned strategic acquisitions, or fully realize anticipated benefits from past or future acquisitions or investments; |
| · | the risk that Mobix Labs’ patent applications may not be approved or may take longer than expected, and Mobix Labs may incur substantial costs in enforcing and protecting its intellectual property; |
| · | inability to complete the PIPE investment in connection with the proposed transaction; |
| · | the risk that the entry into the equity line of credit is subject to the negotiation and execution of a definitive agreement between the parties and the availability of funding under the equity line of credit is subject to certain ownership, pricing and volume limitations; and |
| · | other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in Chavant’s Annual Report on Form 10-K for the year ended December, 31, 2021, which was filed with the SEC on March 31, 2022 (the “2021 Form 10-K”) and Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2022 and June 30, 2022, as such factors may be updated from time to time in Chavant’s filings with the SEC, the registration statement on Form S-4 and the proxy statement/prospectus contained therein. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. |
Nothing in this Form 8-K should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither Chavant nor Mobix Labs gives any assurance that either Chavant or Mobix Labs or the combined company will achieve its expected results. Neither Chavant nor Mobix Labs undertakes any duty to update these forward-looking statements, except as otherwise required by law.
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Participants in the Solicitation
Mobix Labs and Chavant and their respective directors and officers and other members of management may, under SEC rules, be deemed to be participants in the solicitation of proxies from Chavant’s stockholders with the proposed transaction and the other matters set forth in the registration statement. Information about Chavant’s directors and executive officers is set forth in Chavant’s filings with the SEC, including Chavant’s 2021 Form 10-K. Additional information regarding the direct and indirect interests, by security holdings or otherwise, of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement/prospectus regarding the proposed transaction when it becomes available. You may obtain free copies of these documents as described above under “Important Information About the Proposed Transaction and Where to Find It.”
No Offer or Solicitation
This Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy, sell or solicit any securities or any proxy, vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated November 16, 2022 | |
| 99.2 | Investor Presentation, dated November 2022 | |
| 99.3 | Mobix Labs External Communication, dated November 16, 2022 | |
| 99.4 | Mobix Labs Internal Communication, dated November 16, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CHAVANT CAPITAL ACQUISITION CORP. | ||
| By: | /s/ Jiong Ma | |
| Name: | Jiong Ma | |
| Title: | Chief Executive Officer | |
| Date: November 16, 2022 | ||
Exhibit 99.1
Mobix Labs, an Innovative Provider of Next Generation Wireless mmWave 5G and Connectivity Solutions, to Go Public Through Merger with Chavant Capital Acquisition Corp.
| • | James Peterson, former Chairman, CEO and President of Microsemi Corporation, to serve as Executive Chairman of the Board of the combined company, Mobix Labs, Inc. (“Mobix Labs”); leading a team experienced in growing technology companies organically and accelerating growth with M&A |
| • | Mobix Labs equity holders will roll 100% of their existing equity holdings into the combined company |
| • | Transaction values combined company at an implied pro forma enterprise value of approximately $276 million and an implied pro forma equity value of approximately $295 million |
| • | Transaction includes $30 million fully committed common stock PIPE at $10.00 per share |
| • | In addition, Mobix Labs has signed a non-binding term sheet with B. Riley Principal Capital II, LLC for a $100 million equity line of credit to further support its growth strategy |
| • | Mobix Labs believes that the transaction financing, combined with the equity line of credit and other financing that Mobix Labs and Chavant have agreed to cooperate to raise, will satisfy the minimum cash condition required to close and will provide the Company with resources to execute on its growth strategy |
| • | Proceeds expected to be used for ongoing chipset development to capitalize on the large and rapidly expanding global demand for improved communication systems performance and for working capital |
| • | M&A strategy strengthened as a public company, enabling Mobix Labs to further accelerate growth through acquisition of cash flow-generating companies with complementary products, customer mix and industry verticals |
| • | Mobix Labs’ universal CMOS-based chipset is designed to enable full 5G spectrum accessibility with higher performance and lower cost in a single SKU solution, and its full suite of connectivity solutions offer high performance at longer distances in smaller form factors |
| • | Post-close combined company will be named Mobix Labs, Inc., incorporated in Delaware, with common stock and warrants expected to be listed on Nasdaq |
November 16, 2022 08:00AM ET: Irvine, CA, November 16, 2022 (GLOBE NEWSWIRE) – Mobix Labs (or the “Company”), an innovative provider of next generation wireless mmWave 5G and connectivity solutions, and Chavant Capital Acquisition Corp. (NasdaqCM: CLAY) (“Chavant”), a publicly-traded special purpose acquisition company, announced today a definitive merger agreement that, upon the closing of the transaction thereunder, will result in Mobix Labs becoming a publicly listed company. Upon closing of the transaction, the combined company will be named Mobix Labs, Inc., and its common stock and warrants are expected to be listed on the Nasdaq Stock Market (the “Nasdaq”). The Company will be based in Irvine, CA and will continue to be led by James Peterson, Executive Chairman, Fabian Battaglia, Chief Executive Officer, and Keyvan Samini, President and Chief Financial Officer.
Leading Wireless Solutions Providing “True” 5G
Mobix Labs is a fabless semiconductor company developing disruptive wireless and connectivity solutions. The Company’s universal CMOS-based chipset, which enables full 5G spectrum accessibility with higher performance and lower cost in a single SKU solution, is currently in development and sampling with key strategic partners and potential customers. It is designed to accelerate and “future proof” 5G, thereby enabling the network infrastructure to support the continued explosion of data and realize next generation connected products and applications. Mobix Labs is committed to simplifying the development process for customers and maximizing the performance of existing and next generation wireless products by delivering flexible, high performance, cost effective, and ultra-compact solutions. Mobix Labs also has a full suite of connectivity solutions, including hybrid active optical cables, transceivers and optical engines, that offer high performance at longer distances in smaller form factors. Mobix Labs’ technology is protected by extensive trade secrets and over 90 issued and pending patents.
Management Comments
Mr. Battaglia commented, “We started Mobix Labs to address the critical need for reliable, cost effective data transmission solutions for 5G because we recognized that the current infrastructure is not capable of supporting the explosion of data 5G is expected to create. Our products and solutions are designed to deliver cost effective ‘True’ 5G with higher throughput speed and lower latency while providing better spectrum and network efficiency. Our partnership with Chavant helps fund Mobix Labs’ organic growth plans and enables us to continue to successfully make accretive acquisitions.”
Dr. Jiong Ma, President & Chief Executive Officer of Chavant, added, “From our initial meeting, we’ve been very impressed
by the Company’s technology, which leverages a standard CMOS process to attack the 5G mmW infrastructure market with a solution
that is optimized for power and performance and at a significant cost benefit. We are excited to partner with James, Fabian and their
team, who bring deep experience in building high-growth platform technology businesses. We believe our combination will accelerate the
business on its journey and feel that this is the optimal time to establish an industry leading 5G connectivity platform.”
Transaction Overview
The transaction values Mobix Labs with an implied pro forma enterprise value of approximately $276 million and an implied pro forma equity value of approximately $295 million, at a price of $10.00 per share, assuming no redemptions by Chavant shareholders. Mobix Labs equity holders will roll 100% of their existing equity holdings into the combined company.
The transaction includes a $30 million fully committed common stock PIPE at $10.00 per share. In addition, Mobix Labs has signed a non-binding term sheet with B. Riley Principal Capital II, LLC for a $100 million equity line of credit to further support its growth strategy. Mobix Labs believes that the transaction financing, combined with the equity line of credit and other financing that Mobix Labs and Chavant have agreed to cooperate to raise, will satisfy the minimum cash condition required to close the transaction and will provide the Company with resources to execute on its growth strategy. Proceeds of the transaction are expected to be used for ongoing chipset development to capitalize on the large and rapidly expanding global demand for improved communication systems performance and for working capital. Furthermore, the Company believes it will be well positioned to continue strategic M&A that will support future growth.
The board of directors of Chavant and Mobix Labs have unanimously approved the proposed transaction, which is expected to be completed in the first half of 2023, subject to, among other things, the approval of the transaction by Chavant’s shareholders and the satisfaction of the conditions set forth in the merger agreement, including a Form S-4 registration statement being declared effective by the U.S. Securities and Exchange Commission (the “SEC”).
Additional information about the proposed transaction, including a copy of the merger agreement and investor presentation, will be provided in Current Reports on Form 8-K to be filed by Chavant with the SEC.
Advisors
B. Riley Securities is serving as financial advisor to Mobix Labs. Needham & Company, LLC is serving as financial advisor to Chavant. Simpson Thacher & Bartlett LLP is serving as legal advisor to Chavant. Greenberg Traurig, LLP is serving as legal advisor to Mobix Labs. DLA Piper LLP (US) is serving as legal counsel to B. Riley Securities and Needham & Company, LLC. Blueshirt Capital Advisors is also serving as an investor relations advisor to Mobix Labs.
About Mobix Labs
Based in Irvine, California, Mobix Labs is a fabless semiconductor company delivering disruptive next generation wireless and connected solutions for a broad range of applications in markets including 5G infrastructure, automotive, consumer electronics, e-mobility, healthcare, infrastructure and defense. The Company has a robust pipeline of current and potential customers and strategic partnerships leading to a large and rapidly growing addressable market. Its extensive portfolio of intellectual property is protected by extensive trade secrets and over 90 issued and pending patents.
Learn more at Mobixlabs.com.
About Chavant
Chavant is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar transaction or business combination with one or more businesses. Chavant is focused on businesses that are positioned to be market leaders with compelling growth opportunities and where innovation can transform fundamental technologies to create value. Chavant is led by Dr. Jiong Ma, Chief Executive Officer and President, Dr. André-Jacques Auberton-Hervé, Chairman of the board of directors and Michael Lee, Chief Financial Officer. Chavant’s board of directors includes Dr. Patrick Ennis, a Venture Partner at Madrona Venture Group, Dr. Karen Kerr, founder and Managing Director of Exposition Ventures, and Dr. Bernhard Stapp, President of CS-management GmbH.
Important Information About the Proposed Transaction and Where to Find It
This press release relates to a proposed transaction between Mobix Labs and Chavant pursuant to a business combination agreement, dated as of November 15, 2022, by and among Chavant, CLAY Merger Sub II, Inc. and Mobix Labs (the “proposed transaction”). Chavant intends to file a registration statement on Form S-4 (the “Form S-4”) with the SEC, which will include a preliminary prospectus and proxy statement of Chavant in connection with the proposed transaction, referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all Chavant shareholders as of a record date to be established for voting on the transaction. Chavant also will file other documents regarding the proposed transaction with the SEC.
Before making any voting decision, investors and security holders of Chavant are urged to read the registration statement, the proxy statement/prospectus, and amendments thereto, and the definitive proxy statement/prospectus in connection with Chavant’s solicitation of proxies for its shareholders’ meeting to be held to approve the transaction, and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about Chavant, Mobix Labs and the proposed transaction.
Investors and securityholders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Chavant through the website maintained by the SEC at www.sec.gov.
The documents filed by Chavant with the SEC also may be obtained free of charge at Chavant’s website at www.chavantcapital.com or upon written request to: Chavant Capital Acquisition Corp., 445 Park Avenue, 9th Floor New York, NY 10022.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PRESS RELEASE, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PRESS RELEASE. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Forward-Looking Statements
This press release contains certain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact contained in this press release, including statements regarding the benefits of the proposed transaction, the anticipated timing of the completion of the proposed transaction, the products offered by Mobix Labs and the markets in which it operates, the expected total addressable markets for the products offered by Mobix Labs, the sufficiency of the net proceeds of the proposed transaction and related financing to fund Mobix Labs’ operations and business plan, the advantages of Mobix Labs’ technology, Mobix Labs’ competitive landscape and positioning, the expected benefits from future strategic acquisitions, and Mobix Labs’ growth plans, strategies and projected future results, are forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “plan,” “targets,” “projects,” “could,” “would,” “continue,” “forecast” or the negatives of these terms or variations of them or similar expressions. All forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. All forward-looking statements are based upon estimates, forecasts and assumptions that, while considered reasonable by Chavant and its management, and Mobix Labs and its management, as the case may be, are inherently uncertain and many factors may cause the actual results to differ materially from current expectations which include, but are not limited to:
| · | the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect the price of Chavant’s securities; |
| · | the risk that the proposed transaction may not be completed by Chavant’s deadline for the proposed transaction and the potential failure to obtain an extension of the deadline for the proposed transaction if sought by Chavant; |
| · | the failure to satisfy the conditions to the consummation of the proposed transaction, including the adoption of the merger agreement by the respective shareholders of Chavant and Mobix Labs, the satisfaction of the minimum cash amount following redemptions by Chavant’s public shareholders and the receipt of certain governmental and regulatory approvals; |
| · | the lack of a third party valuation in determining whether or not to pursue the proposed transaction; |
| · | the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; |
| · | the effect of the announcement or pendency of the proposed transaction on Mobix Labs’ business relationships, performance, and business generally; |
| · | risks that the proposed transaction disrupts current plans of Mobix Labs and potential difficulties in Mobix Labs’ employee retention as a result of the proposed transaction; |
| · | the outcome of any legal proceedings that may be instituted against Mobix Labs or against Chavant related to the merger agreement or the proposed transaction; |
| · | failure to realize the anticipated benefits of the proposed transaction; |
| · | the inability to meet and maintain the listing of Chavant’s securities (or the securities of the post-combination company) on Nasdaq; |
| · | the risk that the price of Chavant’s securities may be volatile due to a variety of factors, including changes in the highly competitive industries in which Mobix Labs’ plans to operate, variations in performance across competitors, changes in laws, regulations, technologies including transition to 5G, global supply chain, U.S./China trade or national security tensions, and macro-economic and social environments affecting Mobix Labs’ business and changes in the combined capital structure; |
| · | the inability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities; |
| · | the risk that Mobix Labs and its current and future collaborators are unable to successfully develop and market Mobix Labs’ products or solutions, or experience significant delays in doing so; |
| · | the risk that Mobix Labs may never achieve or sustain profitability; |
| · | the risk that Mobix Labs will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; |
| · | the risk that the post-combination company experiences difficulties in managing its growth and expanding operations; |
| · | the risks relating to long sales cycles, concentration of customers, consolidation and vertical integration of customers, and dependence on limited or sole suppliers and channel partners; |
| · | the risk that Mobix Labs may not be able to consummate planned strategic acquisitions, or fully realize anticipated benefits from past or future acquisitions or investments; |
| · | the risk that Mobix Labs’ patent applications may not be approved or may take longer than expected, and Mobix Labs may incur substantial costs in enforcing and protecting its intellectual property; |
| · | inability to complete the PIPE investment in connection with the proposed transaction; |
| · | the risk that the entry into the equity line of credit is subject to the negotiation and execution of a definitive agreement between the parties and the availability of funding under the equity line of credit is subject to certain ownership, pricing and volume limitations; and |
| · | other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in Chavant’s Annual Report on Form 10-K for the year ended December, 31, 2021, which was filed with the SEC on March 31, 2022 (the “2021 Form 10-K”) and Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2022 and June 30, 2022, as such factors may be updated from time to time in Chavant’s filings with the SEC, the registration statement on Form S-4 and the proxy statement/prospectus contained therein. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. |
Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither Chavant nor Mobix Labs gives any assurance that either Chavant or Mobix Labs or the combined company will achieve its expected results. Neither Chavant nor Mobix Labs undertakes any duty to update these forward-looking statements, except as otherwise required by law.
Participants in the Solicitation
Mobix Labs and Chavant and their respective directors and officers and other members of management may, under SEC rules, be deemed to be participants in the solicitation of proxies from Chavant’s stockholders with the proposed transaction and the other matters set forth in the registration statement. Information about Chavant’s directors and executive officers is set forth in Chavant’s filings with the SEC, including Chavant’s 2021 Form 10-K. Additional information regarding the direct and indirect interests, by security holdings or otherwise, of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement/prospectus regarding the proposed transaction when it becomes available. You may obtain free copies of these documents as described above under “Important Information About the Proposed Transaction and Where to Find It.”
No Offer or Solicitation
This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy, sell or solicit any securities or any proxy, vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Contacts:
Media Contact and Investor Relations Contact
Mike Anderson / Jessie Barker
mobix@blueshirtgroup.com
Exhibit 99.2
Investor Presentation November 2022 Shaping Tomorrow’s Connectivity TM
2 7LETMRK8SQSVVS[ ƅ W 'SRRIGXMZMX] 81 Disclaimer 2 Cautionary Notes This presentation (together with oral statements made in connection herewith, this “Presentation”) is provided for informatio nal purposes only. This Presentation shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitati on or sale would be unlawful. This Presentation has been prepared to assist prospective purchasers in a private placement in making their own evaluation with respect to a potential business combination between Mobix Labs, Inc. (“ Mob ix” or the “Company”) and Chavant Capital Acquisition Corp. (“Chavant”) and related transactions (the “Potential Business Combination”) and the proposed private placement of securities of Chavant in connection with the Pot ent ial Business Combination, and for no other purpose. This Presentation and information contained herein constitutes confidential information and is provided to you on the conditi on that you agree that you will hold it in strict confidence and not reproduce, disclose, forward or distribute it in whole or in part without the prior written consent of Chavant and the Company and is intended for the recipi ent hereof only. By accepting this Presentation, you acknowledge and agree that all of the information contained herein or disclosed orally in connection with this Presentation is confidential, that you will not distribute, disc los e or use such information for any purpose other than for the purpose of your participation in the potential private placement of securities, that you will not distribute, disclose or use such information in any way detrimental to Mob ix or Chavant, and upon request, you will return this Presentation to Mobix and Chavant, delete or destroy it. You acknowledge that the United States securities laws restrict persons with material non - public information about a company obt ained directly or indirectly from that company from purchasing or selling securities of such company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable th at such person is likely to purchase or sell such securities on the basis of such information. No representations or warranties, express or implied are given in, or in respect of, this Presentation. To the fullest extent pe rmitted by law, in no circumstances will Mobix, Chavant or any of their respective subsidiaries, stockholders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or lia ble for any direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents (including the internal economic models), its omissions, reliance on the information contained within it, or on opin ion s communicated in relation thereto or otherwise arising in connection therewith. This Presentation does not purport to be all - inclusive or to contain all of the information that may be required to make a full analysis of Mobix or the Potential Business Combination. Recipients of this Presentation should each make their own evaluation of Mobix, the Potential Business Combination and the potential private placement and of the relevance and adequacy of the information and should make such other investigations as they deem necessary. Nothing herein should be construed as legal, financial, tax or other advice. You should consult your own advisers concerning any legal, financial, tax or other considerations concerning the opportunity described herein. The general explanations included in this Presentation cannot address, and are not intended to address, your specific investment obj ectives, financial situations or financial needs. Nothing contained herein shall be deemed a recommendation to any party to enter into any transaction or take any course of action. Forward - Looking Statements This Presentation contains certain forward - looking statements within the meaning of the federal securities laws with respect to the Potential Business Combination, including statements regarding the benefits of the Potential Business Combination, the anticipated timing of the Potential Business Combination, the services offered by Mobix and the mar ket s in which it operates, and Mobix’s projected future results. These forward - looking statements generally are identified by the words “believe,” “project,” “forecast,” “predict,” “expect,” “anticipate,” “estimate,” “inten d,” “seek,” “strategy,” “future,” “outlook,” “target,” “opportunity,” “plan,” “potential,” “may,” “seem,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions that predict or indicate future events or tre nds or that are not statements of historical matters. Forward - looking statements include, but are not limited to, predictions, projections and other statements about future events that are based on current expectations and assumptions of Mobix’s and Chavant’s management, whether or not identified in this Presentation, and, as a result, are subject to risks and uncertainties. These forward - looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by an investor as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to pre dict and will differ from assumptions. Many actual events and circumstances are beyond the control of Mobix and Chavant.
Shaping Tomorrow’s Connectivity TM Disclaimer (Cont’d) 3 Forward - Looking Statements (Cont’d) Many factors could cause actual future events to differ materially from the forward - looking statements in this Presentation, inc luding, but not limited to: ( i ) the risk that the Potential Business Combination (including the domestication of Chavant from Cayman Islands to Delaware) may not be completed in a timely manner or at all, which may advers ely affect the price of Chavant’s securities, (ii) the risk that the Potential Business Combination may not be completed by Chavant’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought b y Chavant, (iii) the failure to satisfy the conditions to the consummation of the Potential Business Combination, including the adoption of the business combination agreement by the respe cti ve stockholders of Chavant and Mobix, the satisfaction of the minimum cash amount following redemptions by Chavant’s public stockholders and the receipt of certain governmental and regulatory approvals, (iv) the lack of a third - party valuation in determining whether or not to pursue the Potential Business Combination, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the bus ine ss combination agreement, (vi) the effect of the announcement or pendency of the Potential Business Combination on Mobix’s business relationships, performance, and business generally, (vii) risks that the Potential Business Combination disrupts cur re nt plans of Mobix and potential difficulties in Mobix employee retention as a result of the Potential Business Combination, (viii) the outcome of any legal proceedings that may be institut ed against Mobix or against Chavant related to the business combination agreement or the Potential Business Combination, (ix) failure to realize the anticipated benefits of the Proposed Business Combination, (x) the inabilit y t o maintain the listing of Chavant’s securities (or the securities of the post - combination company) on the Nasdaq Stock Market (the “Nasdaq”), (xi) the risk that the price of Chavant’s securities may be volatile due to a variety of factors, including changes in the highly competitive industries in which Mobix p lans to operate, variations in performance across competitors, changes in laws, regulations, technologies including transition to 5G, global s upp ly chain, U.S./China trade or national security tensions, and macro - economic and social environments affecting Mobix’s business and changes in the combined capital structure, (xii) the inability to implement business plans, forecasts, and other e xpectations after the completion of the Potential Business Combination, and identify and realize additional opportunities, (xiii) the risk that Mobix and its current and future collabo rat ors are unable to successfully develop and market Mobix’s products or solutions, or experience significant delays in doing so, (xiv) the risk that Mobix may never achieve or sustain profitability, (xv) the risk that Mobi x w ill need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all, (xvi) the risk that the post - combination company experiences difficulties in managing its growth and expanding operations, (xvii) the risks relating to long sales cycles, concentration of customers, consolidation and vertical integration of customers, and dependence on limited or sole suppliers and channel partners; (xviii) the risk tha t M obix may not be able to consummate planned strategic acquisitions, or fully realize anticipated benefits from past or future acquisitions or investments; (xix) the risk that Mobix’s patent applications may not be approved or may take longer than expected, and Mobix may incur substantial costs in enforcing an d protecting its intellectual property; and (xx) the risk factors included under the heading “Risk Factors” in this Presentation. The fore goi ng list of factors is not exhaustive. You should carefully consider the foregoing factors, any other factors discussed in this Presentation and the other risks and uncertainties described in the “Risk Factors” sections of Chavant’s Annual Report on Form 10 - K for the year ended December, 31, 2021, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2022 (the “2021 Form 10 - K”), as such factors may be updated from tim e to time in Chavant’s filings with the SEC, the Registration Statement (as defined below) and proxy statement/prospectus contained therein. These filings identify and address other important risks and uncertainties tha t could cause actual events and results to differ materially from those contained in the forward - looking statements. There may be additional risks that neither Chavant nor Mobix presently know or that Chavant and Mobix cur ren tly believe are immaterial that could also cause actual results to differ from those contained in the forward - looking statements. Forward - looking statements reflect Chavant’s and Mobix’s expectations, plans, or forecasts of future events and views only as of the date they are made. Chavant and Mobix anticipate th at subsequent events and developments will cause Chavant’s and Mobix’s assessments to change. However, while Chavant and Mobix may elect to update these forward - looking statements at some point in t he future, Chavant and Mobix specifically disclaim any obligation to do so. These forward - looking statements should not be relied upon as represent ing Chavant’s and Mobix’s assessments of any date subsequent to the date of this Presentation. Accordingly, readers are cautioned not to put undue reliance on forward - looking statements, and Mobix and Chavant assume no obli gation and do not intend to update or revise these forward - looking statements, whether as a result of new information, future events, or otherwise, unless required to by applicable securities law. Neither Mobix nor Ch ava nt gives any assurance that either Mobix or Chavant will achieve its expectations. Additional Information and Where to Find It This Presentation relates to the Potential Business Combination between Mobix and Chavant. If the Potential Business Combinat ion is pursued, Chavant intends to file with the SEC a registration statement on Form S - 4 relating to the Potential Business Combination (the “Registration Statement”) that will include a proxy statement/prospectus of Chavan t. The proxy statement/prospectus will be sent to all Chavant stockholders. Chavant will also file other documents regarding the Potential Business Combination with the SEC. Before making any voting decision, investors and s ecu rity holders of Chavant are urged to read the Registration Statement, the proxy statement/prospectus contained therein and all other relevant documents filed or that will be filed with the SEC in connectio n w ith the Potential Business Combination as they become available because they will contain important information about Mobix, Chavant and the Potential Business Combination. Investors and security holders will be able to obtain free copies of the proxy statement/prospectus and all other relevant do cum ents filed or that will be filed with the SEC by Chavant through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by Chavant may be obtained free of charge by written request to Chavant at 445 Par k Avenue, 9th Floor, New York, NY 10022 or by telephone at (212) 745 - 1086.
4 7LETMRK8SQSVVS[ ƅ W 'SRRIGXMZMX] 81 Disclaimer (Cont’d) 4 Participants in Solicitation Mobix and Chavant and their respective directors and officers and other members of management may, under SEC rules, be deemed to be participants in the solicitation of proxies from Chavant’s stockholders with the Potential Business Combination and the other matters set forth in the Registration Statement. Information about Chavant’s directors and executive officers is set forth in Chavant’s filings with the SEC, including Chavant’s 2021 Form 10 - K. Additional information regarding the direct and indirect interests, by security holdings or otherwise, of those persons and o the r persons who may be deemed participants in the Potential Business Combination may be obtained by reading the proxy statement/prospectus regarding the Potential Business Combination when it becomes available. You may obtain fr ee copies of these documents as described in the preceding paragraph. Industry and Market Data This presentation has been prepared by Mobix and Chavant and includes market data and other statistical information from sour ces believed by Mobix and Chavant to be reliable, including independent industry publications, governmental publications or other published independent sources. Some data is also based on the good faith estimates of Mobi x a nd Chavant, which, in each case, are derived from their review of internal sources as well as the independent sources described above. Although Mobix and Chavant believe these sources are reliable, Mobix and Chavant have not independently verified the informat ion and cannot guarantee its accuracy and completeness. This Presentation contains preliminary information only, is subject to change at any time and, is not, and should not be assumed to be, complete or to constitute al l t he information necessary to adequately make an informed decision regarding your engagement with Mobix and Chavant. No Offer or Solicitation This Presentation relates to the potential financing of a portion of the proceeds necessary to consummate the Proposed Busine ss Combination through a private placement of Chavant’s Class A common stock. This presentation shall not constitute a “solicitation” as defined in Section 14 of the Securities Exchange Act of 1934, as amended. This Prese nta tion shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to regi str ation or qualification under the securities laws of any such jurisdiction. No offering of securities in the Proposed Business Combination shall be made except by means of a prospectus meeting the requirements of the U.S. Securities A ct of 1933, as amended. Trademarks This Presentation contains trademarks, service marks, trade names and copyrights of Mobix, Chavant and other companies, which ar e the property of their respective owners. The use or display of third parties’ trademarks, service marks, trade name or products in this Presentation is not intended to, and does not imply, a relationship with Chavan t o r Mobix, or an endorsement of sponsorship by or of Chavant or Mobix. Solely for convenience, the trademarks, service marks and trade names referred to in this Presentation may appear with the ®, TM or SM symbols, but such ref erences are not intended to indicate, in any way, that Mobix or Chavant will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks and trade names. Websites The information contained on, or that may be accessed through, the websites referenced in this Presentation is not incorporat ed by reference into, and is not a part of, this Presentation.
Shaping Tomorrow’s Connectivity TM Mobix Labs Team Day - to - Day Execution Independent Board of Directors Phil Sansone VP Sales Kirby Lam ):4 )RKMRIIVMRK Alex Gorbachov Senior Fellow, RF Systems and Architecture Kristen Schmidt VP Sales Operations Mark Wong EVP Marketing Keyvan Samini 4VIWMHIRX'*3 (MVIGXSV Jim Aralis Chief Technology Officer Fabian Battaglia CEO, Director James Peterson Executive Chairman Bill Carpou (MVIGXSV Kurt Busch Director David Aldrich Director Rick Goerner Director
6 7LETMRK8SQSVVS[ ƅ W 'SRRIGXMZMX] 81 The Chavant Team has Comprehensive Investing Expertise and Operating Experience Five PhDs in Electrical Engineering, Material Science Physics, and Chemistry, who have identified, created and operated technology category leaders, with over 150 years of collective experience Exceptional Team Dr. Jiong Ma President, CEO 25+ years experience in investing, building and scaling global technology companies Dr. André - Jacques Auberton - Hervé 'LEMVQER 30+ years of operating experience in silicon and semiconductors with 25 years of public company board experience 4A Consulting & Engineering Proven Track Record ▪ Experience investing in fundamental innovations and transformative growth opportunities ▪ Ability to utilize strong IP to address evolving manufacturing processes, materials technology and customer needs TECHNICAL EXPERTISE ▪ Track record spans all stages of technology investing with a focus on growth companies that are early in the adoption cycle ▪ Backgrounds deeply rooted in P&L responsibility and operating improvements to drive free cash flow TRANSACTION EXPERIENCE ƒ (IGEHIWSJWYGGIWWJYPTEVXRIVWLMTWEWMRZIWXSVWJSYRHIVW ERHSTIVEXSVW[MXLQYPXMTPIMRZIWXQIRXWERHWYGGIWWJYPI\MXW ƒ (VMZIXSEWWMWXMRJYXYVITVSHYGXHIZIPSTQIRX ERHMRXIKVEXMSRSJWXVEXIKMGEGUYMWMXMSRW COLLABORATION & VALUE CREATION ▪ Established relationships with key investors focused on emerging technology companies INVESTOR RELATIONSHIPS
Shaping Tomorrow’s ConnectivityTM 7 Transaction Summary Transaction Overview Pro forma enterprise value of $276.4 million Transaction includes $30 million fully committed common stock PIPE at $10.00 per share The committed PIPE combined with an equity line of credit1 and other financing that Mobix Labs and Chavant have agreed to cooperate to raise are expected to satisfy the minimum cash condition required to close Existing Mobix Labs shareholders and management are rolling 100% of their equity in the transaction Existing Mobix Labs shareholders will be entitled to receive 3.5 million new additional shares2 in the form of an earnout that is contingent on stock performance Chavant Founder Shares and Mobix Labs’ management common shares are subject to lock-up restrictions Sources and Uses ($mm) Committed Equity PIPE $30.0 Chavant Cash in Trust3 9.7 Mobix Labs Rollover Equity 235.0 Chavant Founder Shares Rollover Equity 20.0 Total Sources $294.7 Sources Cash to PF Balance Sheet $21.7 Estimated Transaction Fees 18.0 Mobix Labs Rollover Equity 235.0 Chavant Founder Shares Rollover Equity 20.0 Total Uses $294.7 Uses 1. Mobix Labs has entered into a non-binding term sheet with B. Riley Principal Capital II, LLC for a $100 million equity line of credit. 2. 50% vest if VWAP exceeds $12.50 for 20 trading days out of any 30-day trading period during the earnout period and remaining 50% vest if VWAP exceeds $15.00 for 20 trading days out of any 30-day trading period during the earnout period. 3. Assumes no SPAC investors redeem shares for cash in trust in connection with the proposed business combination. 4. Excludes 3.4 million SPAC private placement warrants, 6.0 million SPAC public warrants, 3.5 million Mobix Labs earnout shares, PIPE make-whole shares and new employee equity incentive plan. 5. Includes $3.5 million of net debt from Mobix Labs unaudited balance sheet as of 9/30/2022 (excludes Mobix Labs convertible notes and SAFE notes, which are expected to be converted into Mobix Labs Rollover Equity prior to transaction close). Pro Forma Valuation (mm, except per share data) Total shares outstanding3, 4 29.5 Price per share $10.00 Equity value $294.5 Less: net cash3, 5 $18.1 Total enterprise value $276.4 Pro Forma Illustrative Ownership Breakdown3, 4 Chavant Founder Shares 6.8% Committed Equity PIPE 10.2% Existing Mobix Labs Shares 79.8% Existing Mobix Labs Shares 23.5 Committed Equity PIPE 3.0 Chavant Founder Shares 2.0 SPAC Public Shares 1.0 Total Shares 29.5 SPAC Public Shares 3.2%
8 Shaping Tomorrow’s Connectivity TM Investment Highlights Unique investment opportunity in a next generation, disruptive wireless semiconductor and connected solutions provider 8 Highly integrated RF, mixed signal, & analog solutions for next generation wireless networks Addressing emerging $155Bn+ market with 38% CAGR from 2022 to 2026 1 Capitalizing on current and anticipated growth in 5G C - Band & mmWave with robust pipeline of customers and strategic partnerships Proven leadership team with successful track record of value creation Transaction accelerates product roadmap and M&A strategy Universal CMOS - based chipset enabling full 5G spectrum accessibility with higher performance and lower cost in a single SKU solution 1. Sources: Allied Market Research, Digitimes Asia, IDTechEx , and Markets & Markets. Estimated total addressable market based on the sum of estimates of the active optical cable, 5G, a nte nna and satellite communications equipments markets.
9 Shaping Tomorrow’s Connectivity TM Mobix Labs at a Glance Overview ▪ Industry veterans from top semiconductor companies ▪ In volume production with Active Optical Cables (“AOC”) since 2017 ▪ Next generation wireless ICs moving to sampling and testing with customers Fabless semiconductor company delivering disruptive next generation wireless and connected solutions Select Customers and Strategic Relationships $155bn TAM growing at 38% CAGR with SAM of $73bn in 2022 Volume Production Current Customers Ramping Up (Significant Open Backlog) Tier 1 Engagements Multiple Key Wireless Customer Engagements / Strategic Partnerships World Class Engineers Highly Skilled in RF, Analog, Mixed - Signal Technologies (incl. 7 PhDs) 60% & 30% Targeted Long - Term Gross Margins and Operating Margins 1 95+ Patents (Issued & Pending) Active M&A Strategy 2 Cash Flow Accretive Acquisitions Announced Since 2021 300+ Years Combined Leadership Experience HQ: Irvine, California Employees: 43 1. Management’s targets based on industry experience and not projections of expected future results.
10 Shaping Tomorrow’s Connectivity TM 10 Discontinued Investment Highlights Digital Revolution is Flooding the World with Data The current explosion of data necessitates a vast increase in infrastructure 1G 1982 First Cell Phones 2G 1992 Texting 9.6 KB/s 3G 2001 Online Multi - Media 2 MB/ s 4G 2012 HD Streaming 300 MB/s 1 GB/s (LTE) Illustrative Volume of Data Created and Consumed To Be Turned Off Nearing Limit Now 5G Zettabytes of Data Without advances in technology and lower cost of deployment , the current 5G infrastructure will not be able to support the continued explosion of data
11 Shaping Tomorrow’s Connectivity TM Network 11 Investment Highlights The Promise of “True” 5G 5G is expected to meet the network needs of increasing data growth and realize the vision of new applications and user experi enc es Applications / Experiences 10x Experienced Throughput Decrease in Latency 10x Spectrum Efficiency 3x 10x Connection Density Traffic Capacity 100x Network Efficiency 100x Connected Car / Autonomous Vehicle Industrial IoT AR / VR Remote Medicine In order to realize the vision of 5G, the industry will need to adopt technologies such as C - Band and mmWave
12 Shaping Tomorrow’s Connectivity TM Mobix Labs Products and Solutions Designed to Deliver “True” 5G Designed to deliver high speed, low latency solutions to enable the realization of next generation connected products and app lic ations Products Features Connectivity Solutions ▪ HDMI 18G / 48G ▪ DisplayPort 1.4 ▪ USB 2.0 / 3.2 / Alt Mode ▪ Patented fiber / copper hybrid cable ▪ Cable lengths up to 100 meters ▪ Supports data rates up to 100G ▪ Custom applications Wireless Solutions ▪ Universal 5G chipset for C - Band & mmWave o Beamformers, frequency converters, synthesizers, gain blocks, splitter/combiners, antenna in module ▪ Future products o X - Band o LEO SATCOM o Terahertz & 6G ▪ Worldwide 5G frequency coverage o C - Band & mmWave ▪ Highly integrated single - chip, single - die bulk CMOS solutions ▪ Fully scalable chipset for high power and MIMO applications 12 Target Markets Infrastructure Automotive Hi - Rel / Mil / Aero SATCOM Medical Customer On Premise Equipment (“CPE”)
13 Shaping Tomorrow’s Connectivity TM Addressing Large, Growing Markets TAM Growth ($bn) SAM Expansion ($bn) $155.2 $211.3 $309.2 $409.2 $560.3 2022 2023 2024 2025 2026 Addressable Markets: 5G Antenna LEO/SATCOM AOC 2026 SAM $149.0 2022 SAM $73.0 TAM and SAM poised for rapid growth and scaling of new end market opportunities Sources: Allied Market Research, Digitimes Asia, IDTechEx , and Markets & Markets. Estimated total addressable market based on the sum of estimates of the active optical cable, 5G, an ten na and satellite communications equipments markets.
14 Shaping Tomorrow’s Connectivity TM 49 2 6 41 Pending Issued Pending Issued 52 17 17 11 United States Taiwan WIPO Other Extensive Intellectual Property Portfolio Status of Patent Portfolio Wireless AOC Patent Filings by Location 1. Other includes China, European Patent Convent, Hong Kong, Japan, and South Korea. ▪ 97 issued and pending patents 51 in Wireless and 47 in AOC Significant investment in developing IP critical to commercializing Mobix Lab’s technology ▪ Platform - based approach 01 Circuit design techniques 02 Circuit and system architectures 03 System optimization 04 Manufacturing techniques ▪ IP strategy designed to protect key areas of Mobix Labs’ technology: (1) ▪ Trade Secrets
15 Shaping Tomorrow’s Connectivity TM Wireless Solutions
16 Shaping Tomorrow’s Connectivity TM Challenges of 5G 5G Network Example Deployment ▪ Prohibitively expensive with current technology ▪ Top 5G performance only possible with mmWave ▪ mmWave requires ultra dense network deployment Signal Integrity ▪ mmWave has limited range of ~1000 ft ▪ Signal easily impacted by objects ▪ Multiple users can cause interference Complex Requirements ▪ Different countries operate on separate frequencies ▪ Power requirements depend on type of device ▪ New technology needed o Phased array network antennas o Beamforming
17 Shaping Tomorrow’s Connectivity TM Mobix Labs Value Proposition Designed to accelerate and “future proof” 5G 17 Mobix Labs solutions intended to significantly reduce time - to - market and cost of deployment Performance ▪ Worldwide 5G frequency coverage ▪ High efficiency for longer battery life ▪ Excellent thermal performance Size ▪ High levels of integration ▪ Wideband products equal or smaller than competitors’ single - band solutions Cost ▪ CMOS - based designs ▪ Single SKU chipset ▪ Single - chip, Single - Die products Flexibility ▪ Baseband agnostic chipset ▪ Fully scalable solution ▪ Premade Antenna in Module support
18 Shaping Tomorrow’s Connectivity TM Mobix Labs True5G TM Universal Chipset Mobix Labs Enables “ True ” 5G Every 5G connected device requires a wireless radio Typical 5G Radio Block Design Transmit Receive Beamformer Up Converter Beamformer Down Converter Synthesizer Baseband CPU 28 GHz 28 GHz Transmit Receive Beamformer Up Converter Beamformer Down Converter Synthesizer Baseband CPU 39 GHz 39 GHz ▪ Mobix Labs’ True5G TM allows for any carrier worldwide with 5G deployments ▪ Mobix Labs’ True5G TM chipset simplifies any 5G device radio architecture enabling significant size and cost savings ▪ Mobix Labs’ True5G TM chipset accelerates customer time to market with worldwide mmWave coverage in a single - SKU solution Transmit & Receive Tx/Rx Beamformer Up/Down Converter Synthesizer Baseband CPU 24 – 49 GHz Verizon and AT&T logos for illustrative purposes only and not intended to indicate customer relationship.
19 Shaping Tomorrow’s Connectivity TM Wireless Technology Which Can Scale Scalable solution offers opportunity for 160+ pcs of Mobix Labs products PA LNALNA Filter Filter PA LNA LNA Filter Filter PA LNA LNA Filter Filter PA LNA LNA Filter Filter PA LNA LNA Filter Filter PA LNA LNA Filter Filter PA LNA LNA Filter Filter PA LNA LNA Filter Filter Baseband IF MIC2xx Frequency Converter (8 pcs needed) MIC3xx Synthesizer (1 pc needed) MIC4xx Gain Block (16 pcs needed) MIC5xx Splitter/Combiner (80 pcs needed) MIC6xx Beamformer (64 pcs needed) Antenna Elements Scaled Solution Dual - Band 256 - Element Antenna Array (Vertical and Horizontal Polarization) Example
20 Shaping Tomorrow’s Connectivity TM Wireless Products and Derivative Strategy MIC2xx MIC3xx MIC6xx MIC6xx Frequency Converter C - Band + mmWave Synthesizer C - Band + mmWave Beamformer C - Band Broadband Beamformer mmWave MIC2xx MIC3xx MIC6xx MIC4xx MIC5xx Frequency Converters mmWave Synthesizers mmWave Narrow Band Beamformers mmWave Gain Blocks mmWave Splitters/Combiners MIC6xx MIC2xx MIC3xx X - Band + LEO SATCOM Beamformer X - Band + LEO SATCOM Frequency Converter X - Band + LEO SATCOM Synthesizer PAM6xx PAM1xx AIO7xx AIO7xx Chip Level Integration All - In - One Beamformer + Frequency Converter + Synthesizer C - Band or mmWave All - In - One Beamformer + Frequency Converter + Synthesizer X - Band + LEO SATCOM Module Integration 8x8 Antenna in Module 24.25 – 49 GHz 8x8 Antenna in Module X - Band + LEO SATCOM Block Level Derivatives 1. Products in various stages of testing. Core Products 1 Frequency Tuned Derivatives Integrated Derivatives
21 Shaping Tomorrow’s Connectivity TM Competitive Landscape Company A Company B Company C Company D Company E Process Technology CMOS SiGe SOI SOI CMOS/SOI CMOS+SMDs Smallest Size Scalable Solution Low - Cost Structure Worldwide Frequency Coverage Supports Infrastructure and Mobile Handsets Dual Polarization Beam Forming Compatibility with 3 rd Party Baseband Modems Sources: company websites and press releases.
22 Shaping Tomorrow’s Connectivity TM Wireless Solutions Address Multiple End Markets Significant opportunity for revenue generation in the Infrastructure and CPE end markets Infrastructure CPE Automotive Other ▪ Small Cells ▪ Repeaters ▪ Access Points ▪ Routers ▪ Laptops ▪ Tablets ▪ TVs ▪ Handhelds ▪ Infotainment ▪ Autonomous Vehicle ▪ SATCOM ▪ Medical ▪ Health & Safety Monitoring ▪ Sensors Applications Target Customers 1 1. Indicates selected companies operating in the target markets; not intended to indicate a current customer relationship.
23 Shaping Tomorrow’s Connectivity TM ▪ Design - win ▪ Receiving revenue for production order ▪ 10% of EAU ▪ First PO ship date ▪ Covers pre - production or Engineering Validation Test (EVT) / Design Validation Test (DVT) / Production Validation Testing (PVT) builds ▪ Recognize revenue when Mobix Labs ships to distributors ▪ DESIGN - IN ▪ Customer confirms Mobix Labs will be used for project ▪ Confirm part on Bill of Materials (BOM) ▪ Project name identified ▪ Project budget approved ▪ Required fields ‣ Estimated Annual U nits (EAU) ‣ 1st Purchase Order (PO) date ‣ Production date ▪ Sampled product - OR - ▪ Customer evaluating technology with the intent to judge fit in potential designs (Project name may NOT be identified or budgeted at this time) ▪ Quoted the customer ▪ Customer evaluating product collateral Wireless Go - to - Market Strategy / Engagement 23 ~ 3 - 6 Months 1 ~ 3 - 6 Months 1 New Opportunity Sample / Evaluation Project Identified Design In Pre - Production Production Select Engagements in Progress 1. Management estimates.
24 Shaping Tomorrow’s Connectivity TM Connectivity Solutions
25 Shaping Tomorrow’s Connectivity TM Mobix Labs True Xero TM AOC Technology ▪ AOC technology uses telecom optical fiber technology to transmit video, audio and data signals over long distances over an al l - i n - one cable solution ▪ Mobix Labs patented True Xero TM AOC technology miniaturizes optical and electrical technologies into an extremely small and light cable Mobix Labs Technology Patents True Xero TM AOC Products Telecom Fiber Optics ▪ Up to 100Gbps ▪ Up to 100m distance ▪ Virtually zero latency ▪ No noise interference ▪ Simple to use; Plug and play Miniaturized optical & electrical technologies
26 Shaping Tomorrow’s Connectivity TM True Xero TM Active Optical Cables ▪ Maximum distance: 330ft (100 meters) ▪ Single cable, plug - and - play ▪ Thin, flexible, light weight ▪ Simplest cable solution on the market Bandwidth: 4K video (18Gbps) High - Bandwidth Extension Solution Comparison PC Display Active Optical Cable (AOC) Copper Passive Cable ▪ Maximum distance: 16ft (5 meters) ▪ Rigid cable ▪ High EMI / RFI leakage Bandwidth: 4K video (18Gbps) PC Display HDBaseT or Pure Fiber Optics ▪ Maximum distance: 330ft (100 meters) ▪ Requires external power ▪ Requires multiple cables ▪ Multiple interconnect loss Bandwidth: 4K video (18Gbps) PC Display Copper Active Cable ▪ Maximum distance: 50ft (15 meters) ▪ Signal compression ▪ Increased higher EMI / RFI leakage Bandwidth: 4K video (18Gbps) PC Display Signal Booster Copper AV Cable External Power Transmitter External Power Receiver Copper AV Cable Standard Copper or Fiber Cable Competitive Solutions
27 Shaping Tomorrow’s Connectivity TM 8VYI<IVS Ʀ %3'4VSHYGX0MRI ▪ 18 Gbps ▪ Supports ARC, CEC, and HDCP ▪ EMI/RFI Resistant ▪ 5mm Bend Radius Products Features Benefits Applications ▪ No External Power Required ▪ Thin, Flexible & Lightweight ▪ Multiple Lengths Available ▪ Medical Devices/Systems ▪ Secure Control Systems ▪ Digital Signage ▪ AR/VR ▪ Pro AV ƒ +FTW ƒ (MWTPE]4SVX:MHISYTXS +FTW ƒ ;4S[IV(IPMZIV] ƒ )1-6*-6IWMWXERX ▪ Thin, Flexible & Lightweight ▪ Thin Cable for Tight Bend Radius ▪ USB 2.0 HS Mode Compatible ▪ Multiple Lengths Available ▪ Pro AV ▪ Teleconference Equipment ▪ Consumer Electronics ▪ AR/VR ▪ 10 Gbps ▪ EMI/RFI Resistant ▪ USB 2.0 HS Mode compatible up to 40M ▪ 5mm Bend Radius ▪ Thin, Flexible & Lightweight ▪ Thin Cable for Tight Bend Radius ▪ Multiple Lengths Available ▪ Consumer Electronics ▪ eSports ▪ Machine Vision ▪ Semiconductor Testing ▪ 48 Gbps ▪ Supports ARC, CEC, and HDCP ▪ EMI/RFI Resistant ▪ 5mm Bend Radius ▪ No External Power Required ▪ Thin, Flexible & Lightweight ▪ Multiple Lengths Available ƒ 1IHMGEP(IZMGIW7]WXIQW ƒ 7IGYVI'SRXVSP7]WXIQW ƒ (MKMXEP7MKREKI ƒ %6:6 ƒ 4VS%: ▪ 40 Gbps ▪ EMI/RFI Resistant ▪ USB 2.0 HS Mode compatible up to 40M ▪ 5mm Bend Radius ▪ Thin, Flexible & Lightweight ▪ Thin Cable for Tight Bend Radius ▪ Multiple Lengths Available ▪ Consumer Electronics ▪ eSports ▪ Machine Vision ▪ Semiconductor Testing HDMI 2.0 DisplayPort 1.4 USB 2.0 / 3.2 HDMI 2.1 97&
28 Shaping Tomorrow’s Connectivity TM Connectivity Solutions Target End Markets Mobix Labs currently sells into CPE applications and addresses other applications Infrastructure CPE Automotive 3XLIV ▪ Remote Radio Heads ▪ Base Stations ▪ Small Cells ▪ Professional Audio ▪ Video Commercial / Residential ▪ AR/VR ▪ Consumer Devices ▪ Infotainment ▪ Telematics ▪ Autonomous Vehicle ▪ Medical, Health & Safety Monitoring Applications Target Customers 1 1. Indicates selected companies operating in the target markets; not intended to indicate a current customer relationship.
Shaping Tomorrow’s Connectivity TM ▪ Design - win ▪ Receiving revenue for production order ▪ 10% of EAU ▪ First PO ship date ▪ Covers pre - production or EVT/DVT/PVT builds ▪ Recognize revenue when Mobix Labs ships to distributors ▪ Design - in ▪ Customer confirms Mobix Labs will be used for project ▪ Confirm part on BOM ▪ Project name identified ▪ Project budget approved ▪ Required fields ‣ EAU ‣ 1st PO date ‣ Production date ▪ Sampled product - OR - ▪ Customer evaluating technology with the intent to judge fit in potential designs (Project name may NOT be identified or budgeted at this time) ▪ Quoted the customer ▪ Customer evaluating product collateral ~ 3 - 6 Months 1 ~ 3 - 6 Months 1 New Opportunity Sample / Evaluation Project Identified Design In 4VI 4VSHYGXMSR Production AOC Go - to - Market Strategy / Customer Opportunities Significant backlog New Customer Opportunities in 2022* 14 New Customers Evaluating* 8 2I[4VSNIGXW -HIRXMJMIH 4 New Design - Ins* 4 New Projects in Pre - Production* 3 Customers in Production* 8+ 1EREKIQIRXIWXMQEXIW Select Customers Select Customer Opportunities *Pipeline data as of October 31, 2022.
30 Shaping Tomorrow’s Connectivity TM Growth Strategy
31 Shaping Tomorrow’s Connectivity TM 31 Execution Strategy and Growth Plan 2022 2023 2024 2025+ ▪ Execute capitalization plan ▪ Sample wireless products ▪ Recruit design centers ▪ Announced acquisition of EMI Solutions ▪ Wireless products production launch ▪ Add strategic development partner ▪ Add EMEA Channel partner ▪ SatCom product launch ▪ mmWave production ramp ▪ Expand Field Application Engineering ▪ Automotive production ramp ▪ HiRel /Mil/Aero production ramp ▪ All - in - one IOT product launch ▪ Add Global Distribution Partner Long - Term Financial Targets 1 60% Gross Margins 30% Operating Margins Growth Augmented by Potential M&A 1EREKIQIRX ƅ WXEVKIXWFEWIHSRMRHYWXV]I\TIVMIRGIERHRSXTVSNIGXMSRWSJI\TIGXIHJYXYVIVIWYPXW
32 Shaping Tomorrow’s Connectivity TM Mobix Labs to Acquire EMI Solutions Transaction Overview ▪ On September 27, 2022, Mobix Labs announced it has signed a definitive agreement to acquire EMI Solutions ▪ EMI Solutions adds leading electromagnetic interference (“EMI”) filtering products in complementary transaction ▪ Combined scale expected to provide more resources and capabilities to drive revenue growth ▪ Opportunity for strong cross - pollination on existing customers and opportunities ▪ Expected to be accretive to free cash flow at closing ▪ Terms of the transaction were not disclosed. The transaction is expected to close in calendar 4 th quarter of 2022 FlexFilter Inserts Available in multiple shell sizes with various capacitances and pin configurations Filtered Connectors Standard and customized Mil - Circular, D - Sub and Micro - D EMI Filtered connectors *MPXIV1SHYPIW *MPXIVERHXVERWMIRXWYTTVIWWMSR QSHYPIWMRQYPXM TSVXGSRJMKYVEXMSRW Cable Assemblies Meet the highest IPC/WHMA - A - 620 Class III specifications and/or MIL - STD - 454 specifications Core Products Feed Thru Filters Offer high performance and reliability for critical EMI filter applications Company Overview ▪ All products are 100% American made and tested ▪ Products comply with AS9100 and MIL - 810/DO - 160 standards, as well as the Arms Export Control Act and the International Traffic in Arms Regulations ▪ Industries served include aerospace, gaming, healthcare, military, transportation and SATCOM Founded in 1996, EMI Solutions is a provider of cost - effective, dependable EMI filters, connectors and modules HQ: Irvine, California
Shaping Tomorrow’s Connectivity TM Appendix
34 7LETMRK8SQSVVS[ ƅ W 'SRRIGXMZMX] 81 34 M&A Strategy Identified acquisition pipeline to accelerate future growth ▪ Focused on cash flow generating target companies ▪ Opportunities to eliminate operating expenses ▪ Not focused on R&D technologies ▪ Key employees retained ▪ Entice smaller targets with the opportunity to join a global network with equity consideration ▪ Accelerate geographic expansion Approach ▪ Company to provide cash - flow within ~2 quarters ▪ Complementary customer mix and industry verticals ▪ Strategic technology addition ▪ Geographic synergies with growth opportunities 8EVKIX'VMXIVME
35 Shaping Tomorrow’s Connectivity TM Risk Factors 35 These Risk Factors are being provided to certain accredited investors for potential investment in Chavant Capital Acquisition Co rp. (“Chavant”) in connection with a proposed business combination (the “Business Combination”) between Chavant and Mobix Labs, Inc. (“Mobix Labs”, “we”, “us” or “our”). Investing in securities (the “Securities”) to be is sue d in connection with the Business Combination involves a high degree of risk. Investors should carefully consider the risks and uncertainties inherent in an investment in us and in the Securities, including those described below, bef ore subscribing for the Securities. If we cannot address any of the following risks and uncertainties effectively, or any other risks and difficulties that may arise in the future, our business, financial condition or results o f o perations could be materially and adversely affected. The risks described below are not the only ones we face. Additional risks that we currently do not know about or that we currently believe to be immaterial may also impair our bus iness, financial condition or results of operations. You should review the investor presentation and perform your own due diligence, prior to subscribing for the Securities. In addition to the following risks related to Mobix Labs’ business, we are also subject to risks and uncertainties related to th e Business Combination, including the risk that it may not be completed in a timely matter or at all, the risk of disruption of our management’s time from ongoing business operations due to the Business Combination, risks associate d w ith the need for us to quickly expand our internal capabilities to successfully operate as a public company and the other risks relating to the Business Combination described under the heading “Forward - Looking Statements” starti ng on Slide 2 of the investor presentation. You are cautioned not to put undue reliance on forward - looking statements regarding our business and the Business Combination due to the foregoing risks and uncertainties in a ddition to others that may negatively affect our business. We give no assurance that Mobix Labs will achieve its expectations or projections. Risks Related to Mobix Labs’ Business and Industry 1. We are an early - stage company, and our limited operating history makes it difficult to evaluate our future prospects and the ris ks and challenges we may encounter. 2. Our forecasts and projections are based upon assumptions, analyses and internal estimates developed by our management. If the se assumptions, analyses or estimates prove to be incorrect, our actual operating results may differ materially from those forecasted or projected. 3. We have incurred losses in the operation of our business and anticipate that our expenses, including related to research and dev elopment activities, will increase and that we will continue to incur losses in the future. We may never achieve or sustain profitability. 4. We may be unable to meet our future capital requirements, including capital required for continued investments to reach first pr oduction and revenue from our wireless solutions for 5G mmWave and C - band applications, which could limit our ability to grow and jeopardize our ability to continue our business operations. 5. We will need to raise additional capital in the future in order to execute our business plan, which may not be available on t erm s acceptable to us, or at all. If we raise additional capital in financing transactions involving the sale and issuance of equity or equity - linked securities, such financing transactions may be substantially dilutive to our stockh olders. 6. Our wireless products are currently in development or testing, and we do not expect such wireless products to be produced and co mmercialized until fiscal year 2023. If we and our collaborators are unable to successfully develop and commercialize our wireless products and solutions, or experience significant delays in doing so, our business, fi nan cial condition and results of operations will be materially adversely affected. 7. Markets for our wireless products for 5G mmWave and C - band applications are still developing and may not develop at the speed an d scale as expected. 8. If products incorporating or using our wireless technology are launched commercially but do not achieve widespread market acc ept ance, we will not be able to generate the revenue necessary to support our business. 9. We rely in part on our customers to design their systems to be compatible with our wireless products, and the nature of the d esi gn process requires us to incur expenses prior to customer commitments to use our products or recognizing revenues associated with those expenses which may adversely affect our financial results. 10. Some of our customers require our wireless products to undergo a lengthy and expensive qualification process which does not a ssu re product sales. If we are unsuccessful or delayed in qualifying these products with a customer, our business and operating results would suffer.
36 Shaping Tomorrow’s Connectivity TM Risk Factors (Cont’d) Risks Related to Mobix Labs’ Business and Industry (Cont’d) 11. We may not be able to scale our business quickly enough to meet our customers’ needs or in an efficient manner, which could h arm our operating results. 12. The markets for wireless products and solutions are highly competitive and some market participants have substantially greate r r esources. We compete against a number of both established competitors and new market entrants with respect to, among other things, cost, technology and engineering resources. 13. Historically, we have relied on a limited number of customers for a substantial portion of our revenue, which is generated fr om our business of designing and supplying hybrid active optical cables for high - speed connectivity solutions. For the year ended December 31, 2021, we derived approximately 80% of our sales revenue from one customer. The lo ss of this customer would have a material adverse impact on our results of operations and financial condition. 14. Our efforts to increase sales and diversify our customer base may not be successful or may take longer to take effect than an tic ipated. 15. Our connectivity products and solutions are subject to intense competition, primarily from Chinese manufacturers. If custome r p references change to demand more lower - priced and commodity type products and if U.S. tariffs on the Chinese imports fall, our competitive advantage will be reduced. 16. Our connectivity business involves significant capital expenditure to purchase raw materials and a long sales cycle, and our eff orts to shift the capital expenditure to our manufacturers may not be successful or may take longer to take effect than anticipated. 17. Our future success will greatly depend on our ability to develop and successfully introduce new and enhanced products and sol uti ons for our markets that meet the needs of our customers. 18. The consolidation or vertical integration of our customers may adversely affect our financial results. 19. We rely significantly on channel partners to sell and support our products and solutions, and the failure of this channel to be effective could materially reduce our sales. 20. Unforeseen vulnerabilities or defects in our products or solutions could result in lost sales and subject us to substantial l iab ility. 21. We are dependent on a limited number of suppliers, and in certain cases, sole suppliers, for raw materials and components, an d o ur efforts to develop alternative supply sources may not be successful or may take longer to take effect than anticipated. 22. If our contracted manufacturers encounter production, quality, financial or other difficulties or fail to meet our specificat ion s, we may experience difficulty in meeting our customers’ demands. 23. Our gross margin and results of operations may be adversely affected by the price increase of certain components due to infla tio n and supply chain constraints. As a result, we may not be able to recognize as revenue our backlog in the next 12 months due to supply chain constraints and uncertainties. 24. Our financial condition and results of operations could be adversely affected by outbreaks of contagious diseases such as the CO VID - 19 pandemic, which has had an impact on our business operations, including, for example, the two - month COVID - 19 lockdown in Shanghai in the first and second quarters of 2022 that has led to substantial delays to our supply chain in China, and our business could continue to be materially adversely affected, directly or indirectly. 25. Our business strategy relies in part on acquisitions of companies, assets or technologies to create growth and increase cash flo w, and we have pursued, and are currently pursuing, acquisitions in the ordinary course of our business. We may not be able to consummate planned strategic acquisitions or fully realize anticipated benefits from past or fut ure acquisitions or investments including our expected acquisition of EMI Solutions, Inc. 26. We may face challenges in integrating businesses we acquire in the future, including due to demands on our management; contin gen t liabilities relating to acquired businesses or products; difficulties in maintaining acquired customer relationships; difficulties in achieving anticipated synergies; or other factors. 27. We are exposed to potential impairment charges on certain assets including intangible assets acquired in our business acquisi tio ns.
37 Shaping Tomorrow’s Connectivity TM Risk Factors (Cont’d) 37 6MWOW6IPEXIHXS1SFM\0EFW ƅ &YWMRIWWERH-RHYWXV]'SRX ƅ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ƅ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
38 Shaping Tomorrow’s Connectivity TM Risk Factors (Cont’d) 38 Legal and Regulatory Risks Related to Mobix Labs’ Business 1. We are subject to governmental export and import control laws and regulations. Our failure to comply with these laws and regu lat ions could have an adverse effect on our business, prospects, financial condition and results of operations. 2. Changes to U.S. for foreign tax, trade policy, tariffs and import/export regulations may have a material adverse effect on ou r b usiness, financial condition and results of operations. 3. We may become involved in legal and regulatory proceedings and/or commercial disputes, which could have an adverse effect on our profitability and financial position. We are currently engaged in discussions with one or more counterparties to acquisitions that we completed and/or pursued in the past, and these disagreements could lead to legal pr oceedings that could require management attention and have an adverse effect on our profitability and financial position. 4. We are subject to, and must remain in compliance with, numerous laws and governmental regulations across various jurisdiction s, including those concerning the development, manufacturing, use, distribution and sale of our products including engagement of employees and contractors. 5. Some of our potential customers including those in the military and aerospace industries may require us to comply with additi ona l regulatory requirements which will increase our compliance costs. 6. We are subject to U.S. and foreign anti - corruption and anti - money laundering laws and regulations. We can face criminal liabilit y and other serious consequences for violations, which can harm our business. 7. The combined company’s ability to use net operating loss carryforwards and other tax attributes may be limited in connection wit h the Business Combination or other ownership changes. Risks Related to Being a Public Company 1. We will incur increased costs as a result of operating as a public company, and our management will devote substantial time t o n ew compliance initiatives. 2. The requirements of being a public company may strain our resources and divert management’s attention, and the increases in l ega l, accounting and compliance expenses that will result from the proposed Business Combination may be greater than we anticipate. 3. Our management team has limited experience managing a public company. 4. Following the proposed Business Combination, the combined company will have two classes of common stock: Class B common stock , w hich is entitled to ten votes per share, and Class A common stock, which is entitled to one vote per share. The Class B common stock is expected to be held by a small number of founders of Mobix Labs including cer tain directors and officers of the combined company. Holders of Class B common stock may exert significant influence over corporate management and affairs of the combined company, whose interests may differ fro m o ur other stockholders. There may also be an adverse effect on the value and liquidity of our Class A common stock due to the disparate voting rights of our Class A common stock and our Class B common stock. 5. Following the proposed Business Combination, the combined company’s business, results of operations, and financial condition may fluctuate on a quarterly and annual basis, which may result in a decline in its stock price if such fluctuations result in a failure to meet any projections that it may provide or the expectations of securities analysts or investors. 6. There can be no assurance that the combined company’s common stock will be approved for listing on the Nasdaq Stock Market or th at the combined company will be able to comply with the continued listing standards of the Nasdaq Stock Market. 7. Following the proposed Business Combination, the combined company may be required to take write - downs or write - offs, or the comb ined company may be subject to restructuring, impairment or other charges that could have a significant negative effect on its financial condition, results of operations and the price of its stock, which could cau se you to lose some or all of your investment. 8. As a result of the proposed Business Combination, the combined company’s tax obligations and related filings may become signi fic antly more complex and subject to greater risk of audit or examination by taxing authorities, and outcomes resulting from such audits or examinations could adversely impact the combined company’s after - tax pro fitability and financial results. Additionally, future tax legislative or regulatory changes in any jurisdiction in which combined company will operate or have subsidiaries could result in changes to the taxation of the c omb ined company’s income and operations, which could cause its after - tax profitability to be lower than anticipated.
Shaping Tomorrow’s Connectivity TM
Exhibit 99.3
Dear Mobix Labs Community,
As you may be aware, Mobix Labs has been considering various options for fundraising over the last several months.
Following extensive discussions and thoughtful consideration of these various options, we are announcing today that we have entered into a business combination transaction with a publicly-traded special purpose acquisition company (commonly referred to as a “SPAC”) called Chavant Capital Acquisition Corp. (Nasdaq: CLAY) (“Chavant”). We are targeting to finalize the business combination in the first half of 2023, following approval by Chavant’s shareholders of the transaction and the satisfaction of the conditions set forth in the merger agreement, including the registration statement to be filed by Chavant being declared effective by the Securities and Exchange Commission. Upon closing of the transaction, the combined company will be named Mobix Labs, and shares of the combined Mobix Labs’ common stock are expected to trade on a national exchange.
We thoughtfully considered various options in terms of how to best maximize stockholder value with respect to Mobix Labs, including by raising fresh capital via both private and traditional public market alternatives. After considering these alternatives, we chose to pursue a business combination with a SPAC because we believe this will allow us to raise a substantial amount of capital quickly while fast tracking the path to being a public company and giving existing stockholders a clear path to achieve liquidity, if they so desire. We are excited to have been able to achieve this milestone of signing the merger agreement with Chavant, given the volatility and economic disruptions of today’s market.
We believe this is a tremendous opportunity for our company. We would not be in this position today without the hard work and support of all of our investors, employees, customers and partners who have helped us build this company into what it is today. We are beyond grateful to you all for your part in this.
The opportunity before us represents a leveling-up in all respects. As this is an expedited process to going public for us, we are hard at work preparing quickly for this new chapter.
Attached you will find the link with information regarding the transaction.
| · | Press release link |
We appreciate that there will be a lot of questions, and we look forward to answering them as further details become public.
Thank you for your support and for having faith in us for all these years. We are excited for what’s ahead.
Regards,
Fabian
Important Information About the Transaction and Where to Find It
This communication relates to a proposed transaction between Mobix Labs, Inc. (“Mobix Labs”) and Chavant Capital Acquisition Corp. (“Chavant”) pursuant to a business combination agreement, dated as of November 15, 2022, by and among Chavant, CLAY Merger Sub II, Inc. and Mobix Labs (the “proposed transaction”). Chavant intends to file a registration statement on Form S-4 (the “Form S-4”) with the U.S. Securities and Exchange Commission (“SEC”), which will include a preliminary prospectus and proxy statement of Chavant in connection with the proposed transaction, referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all Chavant shareholders as of a record date to be established for voting on the transaction. Chavant also will file other documents regarding the proposed transaction with the SEC.
Before making any voting decision, investors and security holders of Chavant are urged to read the registration statement, the proxy statement/prospectus, and amendments thereto, and the definitive proxy statement/prospectus in connection with Chavant’s solicitation of proxies for its shareholders’ meeting to be held to approve the transaction, and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about Chavant, Mobix Labs and the proposed transaction.
Investors and securityholders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Chavant through the website maintained by the SEC at www.sec.gov.
The documents filed by Chavant with the SEC also may be obtained free of charge at Chavant’s website at www.chavantcapital.com or upon written request to: Chavant Capital Acquisition Corp., 445 Park Avenue, 9th Floor New York, NY 10022.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS COMMUNICATION, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Forward-Looking Statements
This communication contains certain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact contained in this communication, including statements regarding the benefits of the proposed transaction, the anticipated timing of the completion of the proposed transaction, the products offered by Mobix Labs and the markets in which it operates, the expected total addressable markets for the products offered by Mobix Labs, the sufficiency of the net proceeds of the proposed transaction and related financing to fund Mobix Labs’ operations and business plan, the advantages of Mobix Labs’ technology, Mobix Labs’ competitive landscape and positioning, the expected benefits from future strategic acquisitions, and Mobix Labs’ growth plans, strategies and projected future results, are forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “plan,” “targets,” “projects,” “could,” “would,” “continue,” “forecast” or the negatives of these terms or variations of them or similar expressions. All forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. All forward-looking statements are based upon estimates, forecasts and assumptions that, while considered reasonable by Chavant and its management, and Mobix Labs and its management, as the case may be, are inherently uncertain and many factors may cause the actual results to differ materially from current expectations which include, but are not limited to:
| · | the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect the price of Chavant’s securities; |
| · | the risk that the proposed transaction may not be completed by Chavant’s deadline for the proposed transaction and the potential failure to obtain an extension of the deadline for the proposed transaction if sought by Chavant; |
| · | the failure to satisfy the conditions to the consummation of the proposed transaction, including the adoption of the merger agreement by the respective shareholders of Chavant and Mobix Labs, the satisfaction of the minimum cash amount following redemptions by Chavant’s public shareholders and the receipt of certain governmental and regulatory approvals; |
| · | the lack of a third party valuation in determining whether or not to pursue the proposed transaction; |
| · | the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; |
| · | the effect of the announcement or pendency of the proposed transaction on Mobix Labs’ business relationships, performance, and business generally; |
| · | risks that the proposed transaction disrupts current plans of Mobix Labs and potential difficulties in Mobix Labs’ employee retention as a result of the proposed transaction; |
| · | the outcome of any legal proceedings that may be instituted against Mobix Labs or against Chavant related to the merger agreement or the proposed transaction; |
| · | failure to realize the anticipated benefits of the proposed transaction; |
| · | the inability to meet and maintain the listing of Chavant’s securities (or the securities of the post-combination company) on Nasdaq; |
| · | the risk that the price of Chavant’s securities may be volatile due to a variety of factors, including changes in the highly competitive industries in which Mobix Labs’ plans to operate, variations in performance across competitors, changes in laws, regulations, technologies including transition to 5G, global supply chain, U.S./China trade or national security tensions, and macro-economic and social environments affecting Mobix Labs’ business and changes in the combined capital structure; |
| · | the inability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities; |
| · | the risk that Mobix Labs and its current and future collaborators are unable to successfully develop and market Mobix Labs’ products or solutions, or experience significant delays in doing so; |
| · | the risk that Mobix Labs may never achieve or sustain profitability; |
| · | the risk that Mobix Labs will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; |
| · | the risk that the post-combination company experiences difficulties in managing its growth and expanding operations; |
| · | the risks relating to long sales cycles, concentration of customers, consolidation and vertical integration of customers, and dependence on limited or sole suppliers and channel partners; |
| · | the risk that Mobix Labs may not be able to consummate planned strategic acquisitions, or fully realize anticipated benefits from past or future acquisitions or investments; |
| · | the risk that Mobix Labs’ patent applications may not be approved or may take longer than expected, and Mobix Labs may incur substantial costs in enforcing and protecting its intellectual property; |
| · | inability to complete the PIPE investment in connection with the proposed transaction; |
| · | the risk that the entry into the equity line of credit is subject to the negotiation and execution of a definitive agreement between the parties and the availability of funding under the equity line of credit is subject to certain ownership, pricing and volume limitations; and |
| · | other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in Chavant’s Annual Report on Form 10-K for the year ended December, 31, 2021, which was filed with the SEC on March 31, 2022 (the “2021 Form 10-K”) and Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2022 and June 30, 2022, as such factors may be updated from time to time in Chavant’s filings with the SEC, the registration statement on Form S-4 and the proxy statement/prospectus contained therein. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. |
Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither Chavant nor Mobix Labs gives any assurance that either Chavant or Mobix Labs or the combined company will achieve its expected results. Neither Chavant nor Mobix Labs undertakes any duty to update these forward-looking statements, except as otherwise required by law.
Participants in the Solicitation
Mobix Labs and Chavant and their respective directors and officers and other members of management may, under SEC rules, be deemed to be participants in the solicitation of proxies from Chavant’s stockholders with the proposed transaction and the other matters set forth in the registration statement. Information about Chavant’s directors and executive officers is set forth in Chavant’s filings with the SEC, including Chavant’s 2021 Form 10-K. Additional information regarding the direct and indirect interests, by security holdings or otherwise, of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement/prospectus regarding the proposed transaction when it becomes available. You may obtain free copies of these documents as described above under “Important Information About the Proposed Transaction and Where to Find It.”
No Offer or Solicitation
This communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy, sell or solicit any securities or any proxy, vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Exhibit 99.4
| TO: | Mobix Labs EMPLOYEES |
| FROM: | Fabian Battaglia |
| DATE: | November 16, 2022 |
| SUBJECT: | Important Business Development Update |
| ATTACHMENTS: | Press Release, FAQ, and Trading Restrictions Letter |
Dear Mobix Labs team,
We have some exciting news to share about the company’s future.
As you know, we have been considering a variety of ways to approach capitalizing the company for the long-term, including a potential combination with a Special Purpose Acquisition Company (“SPAC”). SPACs are “blank check” companies that raise money from public market investors and then “merge” with a private operating company to provide the private business with a cash infusion and a track to becoming a public company.
We are announcing publicly today that we have entered into a business combination transaction with a SPAC called Chavant Capital Acquisition Corp. (“Chavant”). We hope to finalize the business combination in the first half of 2023, following approval by Chavant’s shareholders of the transaction and the satisfaction of the conditions set forth in the merger agreement, including the registration statement to be filed by Chavant being declared effective by the Securities and Exchange Commission. Upon the closing of the transaction, the combined company will be named Mobix Labs, and shares of the combined Mobix Labs’ common stock are expected to trade on a national exchange.
We are excited to have been able to achieve this milestone of signing the merger agreement with Chavant, given the volatility and economic disruptions in today’s market. We would not be in this position today without the hard work of everyone at Mobix Labs. Our employees and investors have been a huge part of the company’s success and you should be extremely proud of your part in making this possible.
We believe the proposed transaction will significantly enhance our ability to scale our technology, improve operations, and support our growth. It requires a leveling-up in all respects. As this is an expedited process to becoming public for us, we must prepare quickly and efficiently for this new chapter. Becoming a public company necessitates us being more mindful of our new status and aware of both the opportunities and the risks associated with it. This change will demand of us greater accountability, diligence, and reporting; consistently executing on our strategy; more formal and deliberate communications and information-sharing; and a higher expectation of behavior both as a company and as individuals therein.
We are therefore asking that everyone keep themselves laser-focused on the task at hand: executing on our strategy and delivering results. Executing on our strategy is critical to our long-term success, and our goal must be to execute with precision unlike ever before.
Today’s news may generate interest from customers, partners, the media, and our shareholders. We will be reaching out to these important stakeholders to share this exciting development. If you receive any inquiries, including from former Mobix Labs employees, please do not share ANY information other than the press release attached hereto, and instead, forward them to Liana Muayyer at investors@mobixlabs.com. Please do not reply to any inquiries, comment to the press, or share any company information outside, even with your friends and family. Not even spouses. This is not an arbitrary ask — it is a legal mandate that we are obligated to follow during this process.
We also realize that you will have a lot of questions. Please read the FAQ and Trading Restrictions letter attached hereto for some basic requirements and information you should be aware of. We will continue to communicate with you as things evolve. There will be a lot of public disclosure in the coming weeks that you will have access to via the Investors tab on our website. There will be many other forms of additional communication. If you do have more questions, please direct them to Liana Muayyer at investors@mobixlabs.com.
We are thrilled to be embarking on this journey together.
Sincerely,
Fabian
Important Information About the Transaction and Where to Find It
This communication relates to a proposed transaction between Mobix Labs, Inc. (“Mobix Labs”) and Chavant Capital Acquisition Corp. (“Chavant”) pursuant to a business combination agreement, dated as of November 15, 2022, by and among Chavant, CLAY Merger Sub II, Inc. and Mobix Labs (the “proposed transaction”). Chavant intends to file a registration statement on Form S-4 (the “Form S-4”) with the U.S. Securities and Exchange Commission (“SEC”), which will include a preliminary prospectus and proxy statement of Chavant in connection with the proposed transaction, referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all Chavant shareholders as of a record date to be established for voting on the transaction. Chavant also will file other documents regarding the proposed transaction with the SEC.
Before making any voting decision, investors and security holders of Chavant are urged to read the registration statement, the proxy statement/prospectus, and amendments thereto, and the definitive proxy statement/prospectus in connection with Chavant’s solicitation of proxies for its shareholders’ meeting to be held to approve the transaction, and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about Chavant, Mobix Labs and the proposed transaction.
Investors and securityholders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Chavant through the website maintained by the SEC at www.sec.gov.
The documents filed by Chavant with the SEC also may be obtained free of charge at Chavant’s website at www.chavantcapital.com or upon written request to: Chavant Capital Acquisition Corp., 445 Park Avenue, 9th Floor New York, NY 10022.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS COMMUNICATION, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Forward-Looking Statements
This communication contains certain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact contained in this communication, including statements regarding the benefits of the proposed transaction, the anticipated timing of the completion of the proposed transaction, the products offered by Mobix Labs and the markets in which it operates, the expected total addressable markets for the products offered by Mobix Labs, the sufficiency of the net proceeds of the proposed transaction and related financing to fund Mobix Labs’ operations and business plan, the advantages of Mobix Labs’ technology, Mobix Labs’ competitive landscape and positioning, the expected benefits from future strategic acquisitions, and Mobix Labs’ growth plans, strategies and projected future results, are forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “plan,” “targets,” “projects,” “could,” “would,” “continue,” “forecast” or the negatives of these terms or variations of them or similar expressions. All forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. All forward-looking statements are based upon estimates, forecasts and assumptions that, while considered reasonable by Chavant and its management, and Mobix Labs and its management, as the case may be, are inherently uncertain and many factors may cause the actual results to differ materially from current expectations which include, but are not limited to:
| · | the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect the price of Chavant’s securities; |
| · | the risk that the proposed transaction may not be completed by Chavant’s deadline for the proposed transaction and the potential failure to obtain an extension of the deadline for the proposed transaction if sought by Chavant; |
| · | the failure to satisfy the conditions to the consummation of the proposed transaction, including the adoption of the merger agreement by the respective shareholders of Chavant and Mobix Labs, the satisfaction of the minimum cash amount following redemptions by Chavant’s public shareholders and the receipt of certain governmental and regulatory approvals; |
| · | the lack of a third party valuation in determining whether or not to pursue the proposed transaction; |
| · | the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; |
| · | the effect of the announcement or pendency of the proposed transaction on Mobix Labs’ business relationships, performance, and business generally; |
| · | risks that the proposed transaction disrupts current plans of Mobix Labs and potential difficulties in Mobix Labs’ employee retention as a result of the proposed transaction; |
| · | the outcome of any legal proceedings that may be instituted against Mobix Labs or against Chavant related to the merger agreement or the proposed transaction; |
| · | failure to realize the anticipated benefits of the proposed transaction; |
| · | the inability to meet and maintain the listing of Chavant’s securities (or the securities of the post-combination company) on Nasdaq; |
| · | the risk that the price of Chavant’s securities may be volatile due to a variety of factors, including changes in the highly competitive industries in which Mobix Labs’ plans to operate, variations in performance across competitors, changes in laws, regulations, technologies including transition to 5G, global supply chain, U.S./China trade or national security tensions, and macro-economic and social environments affecting Mobix Labs’ business and changes in the combined capital structure; |
| · | the inability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities; |
| · | the risk that Mobix Labs and its current and future collaborators are unable to successfully develop and market Mobix Labs’ products or solutions, or experience significant delays in doing so; |
| · | the risk that Mobix Labs may never achieve or sustain profitability; |
| · | the risk that Mobix Labs will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; |
| · | the risk that the post-combination company experiences difficulties in managing its growth and expanding operations; |
| · | the risks relating to long sales cycles, concentration of customers, consolidation and vertical integration of customers, and dependence on limited or sole suppliers and channel partners; |
| · | the risk that Mobix Labs may not be able to consummate planned strategic acquisitions, or fully realize anticipated benefits from past or future acquisitions or investments; |
| · | the risk that Mobix Labs’ patent applications may not be approved or may take longer than expected, and Mobix Labs may incur substantial costs in enforcing and protecting its intellectual property; |
| · | inability to complete the PIPE investment in connection with the proposed transaction; |
| · | the risk that the entry into the equity line of credit is subject to the negotiation and execution of a definitive agreement between the parties and the availability of funding under the equity line of credit is subject to certain ownership, pricing and volume limitations; and |
| · | other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in Chavant’s Annual Report on Form 10-K for the year ended December, 31, 2021, which was filed with the SEC on March 31, 2022 (the “2021 Form 10-K”) and Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2022 and June 30, 2022, as such factors may be updated from time to time in Chavant’s filings with the SEC, the registration statement on Form S-4 and the proxy statement/prospectus contained therein. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. |
Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither Chavant nor Mobix Labs gives any assurance that either Chavant or Mobix Labs or the combined company will achieve its expected results. Neither Chavant nor Mobix Labs undertakes any duty to update these forward-looking statements, except as otherwise required by law.
Participants in the Solicitation
Mobix Labs and Chavant and their respective directors and officers and other members of management may, under SEC rules, be deemed to be participants in the solicitation of proxies from Chavant’s stockholders with the proposed transaction and the other matters set forth in the registration statement. Information about Chavant’s directors and executive officers is set forth in Chavant’s filings with the SEC, including Chavant’s 2021 Form 10-K. Additional information regarding the direct and indirect interests, by security holdings or otherwise, of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement/prospectus regarding the proposed transaction when it becomes available. You may obtain free copies of these documents as described above under “Important Information About the Proposed Transaction and Where to Find It.”
No Offer or Solicitation
This communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy, sell or solicit any securities or any proxy, vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Attachment A
Press Release
Mobix Labs, an Innovative Provider of Next Generation Wireless mmWave 5G and Connectivity Solutions, to Go Public Through Merger with Chavant Capital Acquisition Corp.
| • | James Peterson, former Chairman, CEO and President of Microsemi Corporation, to serve as Executive Chairman of the Board of the combined company, Mobix Labs, Inc. (“Mobix Labs”); leading a team experienced in growing technology companies organically and accelerating growth with M&A |
| • | Mobix Labs equity holders will roll 100% of their existing equity holdings into the combined company |
| • | Transaction values combined company at an implied pro forma enterprise value of approximately $276 million and an implied pro forma equity value of approximately $295 million |
| • | Transaction includes $30 million fully committed common stock PIPE at $10.00 per share |
| • | In addition, Mobix Labs has signed a non-binding term sheet with B. Riley Principal Capital II, LLC for a $100 million equity line of credit to further support its growth strategy |
| • | Mobix Labs believes that the transaction financing, combined with the equity line of credit and other financing that Mobix Labs and Chavant have agreed to cooperate to raise, will satisfy the minimum cash condition required to close and will provide the Company with resources to execute on its growth strategy |
| • | Proceeds expected to be used for ongoing chipset development to capitalize on the large and rapidly expanding global demand for improved communication systems performance and for working capital |
| • | M&A strategy strengthened as a public company, enabling Mobix Labs to further accelerate growth through acquisition of cash flow-generating companies with complementary products, customer mix and industry verticals |
| • | Mobix Labs’ universal CMOS-based chipset is designed to enable full 5G spectrum accessibility with higher performance and lower cost in a single SKU solution, and its full suite of connectivity solutions offer high performance at longer distances in smaller form factors |
| • | Post-close combined company will be named Mobix Labs, Inc., incorporated in Delaware, with common stock and warrants expected to be listed on Nasdaq |
November 16, 2022 08:00AM ET: Irvine, CA, November 16, 2022 (GLOBE NEWSWIRE) – Mobix Labs (or the “Company”), an innovative provider of next generation wireless mmWave 5G and connectivity solutions, and Chavant Capital Acquisition Corp. (NasdaqCM: CLAY) (“Chavant”), a publicly-traded special purpose acquisition company, announced today a definitive merger agreement that, upon the closing of the transaction thereunder, will result in Mobix Labs becoming a publicly listed company. Upon closing of the transaction, the combined company will be named Mobix Labs, Inc., and its common stock and warrants are expected to be listed on the Nasdaq Stock Market (the “Nasdaq”). The Company will be based in Irvine, CA and will continue to be led by James Peterson, Executive Chairman, Fabian Battaglia, Chief Executive Officer, and Keyvan Samini, President and Chief Financial Officer.
Leading Wireless Solutions Providing “True” 5G
Mobix Labs is a fabless semiconductor company developing disruptive wireless and connectivity solutions. The Company’s universal CMOS-based chipset, which enables full 5G spectrum accessibility with higher performance and lower cost in a single SKU solution, is currently in development and sampling with key strategic partners and potential customers. It is designed to accelerate and “future proof” 5G, thereby enabling the network infrastructure to support the continued explosion of data and realize next generation connected products and applications. Mobix Labs is committed to simplifying the development process for customers and maximizing the performance of existing and next generation wireless products by delivering flexible, high performance, cost effective, and ultra-compact solutions. Mobix Labs also has a full suite of connectivity solutions, including hybrid active optical cables, transceivers and optical engines, that offer high performance at longer distances in smaller form factors. Mobix Labs’ technology is protected by extensive trade secrets and over 90 issued and pending patents.
Management Comments
Mr. Battaglia commented, “We started Mobix Labs to address the critical need for reliable, cost effective data transmission solutions for 5G because we recognized that the current infrastructure is not capable of supporting the explosion of data 5G is expected to create. Our products and solutions are designed to deliver cost effective ‘True’ 5G with higher throughput speed and lower latency while providing better spectrum and network efficiency. Our partnership with Chavant helps fund Mobix Labs’ organic growth plans and enables us to continue to successfully make accretive acquisitions.”
Dr. Jiong Ma, President & Chief Executive Officer of Chavant, added, “From our initial meeting, we’ve been very impressed
by the Company’s technology, which leverages a standard CMOS process to attack the 5G mmW infrastructure market with a solution
that is optimized for power and performance and at a significant cost benefit. We are excited to partner with James, Fabian and their
team, who bring deep experience in building high-growth platform technology businesses. We believe our combination will accelerate the
business on its journey and feel that this is the optimal time to establish an industry leading 5G connectivity platform.”
Transaction Overview
The transaction values Mobix Labs with an implied pro forma enterprise value of approximately $276 million and an implied pro forma equity value of approximately $295 million, at a price of $10.00 per share, assuming no redemptions by Chavant shareholders. Mobix Labs equity holders will roll 100% of their existing equity holdings into the combined company.
The transaction includes a $30 million fully committed common stock PIPE at $10.00 per share. In addition, Mobix Labs has signed a non-binding term sheet with B. Riley Principal Capital II, LLC for a $100 million equity line of credit to further support its growth strategy. Mobix Labs believes that the transaction financing, combined with the equity line of credit and other financing that Mobix Labs and Chavant have agreed to cooperate to raise, will satisfy the minimum cash condition required to close the transaction and will provide the Company with resources to execute on its growth strategy. Proceeds of the transaction are expected to be used for ongoing chipset development to capitalize on the large and rapidly expanding global demand for improved communication systems performance and for working capital. Furthermore, the Company believes it will be well positioned to continue strategic M&A that will support future growth.
The board of directors of Chavant and Mobix Labs have unanimously approved the proposed transaction, which is expected to be completed in the first half of 2023, subject to, among other things, the approval of the transaction by Chavant’s shareholders and the satisfaction of the conditions set forth in the merger agreement, including a Form S-4 registration statement being declared effective by the U.S. Securities and Exchange Commission (the “SEC”).
Additional information about the proposed transaction, including a copy of the merger agreement and investor presentation, will be provided in Current Reports on Form 8-K to be filed by Chavant with the SEC.
Advisors
B. Riley Securities is serving as financial advisor to Mobix Labs. Needham & Company, LLC is serving as financial advisor to Chavant. Simpson Thacher & Bartlett LLP is serving as legal advisor to Chavant. Greenberg Traurig, LLP is serving as legal advisor to Mobix Labs. DLA Piper LLP (US) is serving as legal counsel to B. Riley Securities and Needham & Company, LLC. Blueshirt Capital Advisors is also serving as an investor relations advisor to Mobix Labs.
About Mobix Labs
Based in Irvine, California, Mobix Labs is a fabless semiconductor company delivering disruptive next generation wireless and connected solutions for a broad range of applications in markets including 5G infrastructure, automotive, consumer electronics, e-mobility, healthcare, infrastructure and defense. The Company has a robust pipeline of current and potential customers and strategic partnerships leading to a large and rapidly growing addressable market. Its extensive portfolio of intellectual property is protected by extensive trade secrets and over 90 issued and pending patents.
Learn more at Mobixlabs.com.
About Chavant
Chavant is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar transaction or business combination with one or more businesses. Chavant is focused on businesses that are positioned to be market leaders with compelling growth opportunities and where innovation can transform fundamental technologies to create value. Chavant is led by Dr. Jiong Ma, Chief Executive Officer and President, Dr. André-Jacques Auberton-Hervé, Chairman of the board of directors and Michael Lee, Chief Financial Officer. Chavant’s board of directors includes Dr. Patrick Ennis, a Venture Partner at Madrona Venture Group, Dr. Karen Kerr, founder and Managing Director of Exposition Ventures, and Dr. Bernhard Stapp, President of CS-management GmbH.
Important Information About the Proposed Transaction and Where to Find It
This press release relates to a proposed transaction between Mobix Labs and Chavant pursuant to a business combination agreement, dated as of November 15, 2022, by and among Chavant, CLAY Merger Sub II, Inc. and Mobix Labs (the “proposed transaction”). Chavant intends to file a registration statement on Form S-4 (the “Form S-4”) with the SEC, which will include a preliminary prospectus and proxy statement of Chavant in connection with the proposed transaction, referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all Chavant shareholders as of a record date to be established for voting on the transaction. Chavant also will file other documents regarding the proposed transaction with the SEC.
Before making any voting decision, investors and security holders of Chavant are urged to read the registration statement, the proxy statement/prospectus, and amendments thereto, and the definitive proxy statement/prospectus in connection with Chavant’s solicitation of proxies for its shareholders’ meeting to be held to approve the transaction, and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about Chavant, Mobix Labs and the proposed transaction.
Investors and securityholders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Chavant through the website maintained by the SEC at www.sec.gov.
The documents filed by Chavant with the SEC also may be obtained free of charge at Chavant’s website at www.chavantcapital.com or upon written request to: Chavant Capital Acquisition Corp., 445 Park Avenue, 9th Floor New York, NY 10022.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PRESS RELEASE, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PRESS RELEASE. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Forward-Looking Statements
This press release contains certain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact contained in this press release, including statements regarding the benefits of the proposed transaction, the anticipated timing of the completion of the proposed transaction, the products offered by Mobix Labs and the markets in which it operates, the expected total addressable markets for the products offered by Mobix Labs, the sufficiency of the net proceeds of the proposed transaction and related financing to fund Mobix Labs’ operations and business plan, the advantages of Mobix Labs’ technology, Mobix Labs’ competitive landscape and positioning, the expected benefits from future strategic acquisitions, and Mobix Labs’ growth plans, strategies and projected future results, are forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “plan,” “targets,” “projects,” “could,” “would,” “continue,” “forecast” or the negatives of these terms or variations of them or similar expressions. All forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. All forward-looking statements are based upon estimates, forecasts and assumptions that, while considered reasonable by Chavant and its management, and Mobix Labs and its management, as the case may be, are inherently uncertain and many factors may cause the actual results to differ materially from current expectations which include, but are not limited to:
| · | the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect the price of Chavant’s securities; |
| · | the risk that the proposed transaction may not be completed by Chavant’s deadline for the proposed transaction and the potential failure to obtain an extension of the deadline for the proposed transaction if sought by Chavant; |
| · | the failure to satisfy the conditions to the consummation of the proposed transaction, including the adoption of the merger agreement by the respective shareholders of Chavant and Mobix Labs, the satisfaction of the minimum cash amount following redemptions by Chavant’s public shareholders and the receipt of certain governmental and regulatory approvals; |
| · | the lack of a third party valuation in determining whether or not to pursue the proposed transaction; |
| · | the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; |
| · | the effect of the announcement or pendency of the proposed transaction on Mobix Labs’ business relationships, performance, and business generally; |
| · | risks that the proposed transaction disrupts current plans of Mobix Labs and potential difficulties in Mobix Labs’ employee retention as a result of the proposed transaction; |
| · | the outcome of any legal proceedings that may be instituted against Mobix Labs or against Chavant related to the merger agreement or the proposed transaction; |
| · | failure to realize the anticipated benefits of the proposed transaction; |
| · | the inability to meet and maintain the listing of Chavant’s securities (or the securities of the post-combination company) on Nasdaq; |
| · | the risk that the price of Chavant’s securities may be volatile due to a variety of factors, including changes in the highly competitive industries in which Mobix Labs’ plans to operate, variations in performance across competitors, changes in laws, regulations, technologies including transition to 5G, global supply chain, U.S./China trade or national security tensions, and macro-economic and social environments affecting Mobix Labs’ business and changes in the combined capital structure; |
| · | the inability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities; |
| · | the risk that Mobix Labs and its current and future collaborators are unable to successfully develop and market Mobix Labs’ products or solutions, or experience significant delays in doing so; |
| · | the risk that Mobix Labs may never achieve or sustain profitability; |
| · | the risk that Mobix Labs will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; |
| · | the risk that the post-combination company experiences difficulties in managing its growth and expanding operations; |
| · | the risks relating to long sales cycles, concentration of customers, consolidation and vertical integration of customers, and dependence on limited or sole suppliers and channel partners; |
| · | the risk that Mobix Labs may not be able to consummate planned strategic acquisitions, or fully realize anticipated benefits from past or future acquisitions or investments; |
| · | the risk that Mobix Labs’ patent applications may not be approved or may take longer than expected, and Mobix Labs may incur substantial costs in enforcing and protecting its intellectual property; |
| · | inability to complete the PIPE investment in connection with the proposed transaction; |
| · | the risk that the entry into the equity line of credit is subject to the negotiation and execution of a definitive agreement between the parties and the availability of funding under the equity line of credit is subject to certain ownership, pricing and volume limitations; and |
| · | other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in Chavant’s Annual Report on Form 10-K for the year ended December, 31, 2021, which was filed with the SEC on March 31, 2022 (the “2021 Form 10-K”) and Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2022 and June 30, 2022, as such factors may be updated from time to time in Chavant’s filings with the SEC, the registration statement on Form S-4 and the proxy statement/prospectus contained therein. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. |
Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither Chavant nor Mobix Labs gives any assurance that either Chavant or Mobix Labs or the combined company will achieve its expected results. Neither Chavant nor Mobix Labs undertakes any duty to update these forward-looking statements, except as otherwise required by law.
Participants in the Solicitation
Mobix Labs and Chavant and their respective directors and officers and other members of management may, under SEC rules, be deemed to be participants in the solicitation of proxies from Chavant’s stockholders with the proposed transaction and the other matters set forth in the registration statement. Information about Chavant’s directors and executive officers is set forth in Chavant’s filings with the SEC, including Chavant’s 2021 Form 10-K. Additional information regarding the direct and indirect interests, by security holdings or otherwise, of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement/prospectus regarding the proposed transaction when it becomes available. You may obtain free copies of these documents as described above under “Important Information About the Proposed Transaction and Where to Find It.”
No Offer or Solicitation
This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy, sell or solicit any securities or any proxy, vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Contacts:
Media Contact and Investor Relations Contact
Mike Anderson / Jessie Barker
mobix@blueshirtgroup.com
Attachment B
FAQ
| TO: | Mobix Labs EMPLOYEES |
| FROM: | Fabian Battaglia |
| DATE: | November 16, 2022 |
| SUBJECT: | Frequently Asked Questions Regarding the Proposed Business Combination with Chavant Capital Acquisition Corp |
What is a SPAC and why are we merging with a SPAC?
A special purpose acquisition company (“SPAC”) is a company with no commercial operations that is formed strictly to raise capital through an initial public offering for the purpose of merging with an existing operating company -- in our case, Chavant Capital Acquisition Corp. (“Chavant”), which completed its IPO in July 2021 (Nasdaq: CLAY). Chavant is the publicly traded SPAC with which Mobix Labs has entered into a merger agreement (the “Merger”) in order for us to reach the public markets.
By merging with Chavant, we believe we will be better able to scale
our technology, improve our operations and grow our business. We have successfully scaled our company to date, but as a public company
we believe we can increase the pace of our technology development, expand into new markets and build our market leadership.
A prospect or customer recently asked me what our plan is as a company. Can I let them know about the Merger?
You may refer them to the press release that was issued today regarding the Merger and any other information that has been filed publicly with the SEC by Chavant. Any further conversation could be in violation with the U.S. federal securities laws and should be avoided. If they ask any additional questions, direct them to Liana Muayyer at investors@mobixlabs.com.
If I get a call or meet someone from the media that knows that I work at Mobix Labs and they ask about the Merger, what should I tell them?
You should have no conversations with the media. Please
direct them to Liana Muayyer at investors@mobixlabs.com, which is our current policy. Discussing the Merger with any member of
the media (and those outside the organization) could lead to disclosure of material non-public information, which could subject you to
termination of employment and civil liabilities and penalties, including civil and criminal prosecution. Any other response from you
could jeopardize yourself and/or Mobix Labs with the SEC.
May I proactively tell customers, prospects, or other individuals that we have entered into a merger transaction or that Chavant has
filed an S-4 with respect to Mobix Labs?
If you have someone you need to tell, please contact Liana Muayyer at investors@mobixlabs.com.
Since I work here at Mobix Labs am I considered an “Insider”? And does that mean I can be held accountable for insider trading?
An insider is anyone who has a relationship of trust and confidence with our company. So yes, our employees are insiders. As an employee, you should NEVER share “non-public” information with anyone outside of Mobix Labs.
Can I buy Chavant units, ordinary shares or warrants?
Do not buy securities of Chavant (Nasdaq: CLAYU, CLAY and CLAYW). Please refer to the detailed rules in our Trading Restrictions Letter.
Are we going public? Why now?
We believe we have reached a scale and business that has created significant value and one that we believe will be very attractive
to public investors.
What does this mean for me?
For most of you, it won’t mean a lot. For people who are in our financial and legal teams, their day-to-day lives will change
pretty significantly. People in product or engineering won’t probably notice as much change.
What are the rules?
We have to be careful what we say and don’t say about our company and products.
The quick summary... You CAN’T disclose confidential or proprietary information about Mobix Labs and our products that we haven’t already publicly announced - so financial information, information relating to the Merger such as when/if we’ll merge, M&A, product roadmaps--basically any information that a reasonable person could consider important in making an investment decision.
This means that you cannot share any non-public information about the Merger or our company including our products on social media or otherwise in a public way, except that you may re-share or re-post information that we have previously shared publicly or posted on social media, our website or via press release. If you re-post or share such information, please do not add any additional commentary about the Merger or the company.
This also means that you should not share non-public information with people within Mobix Labs whose jobs don’t require them to have that information, or to people outside of Mobix Labs, including with your family and friends. Whether you’re at a BBQ with family and friends, or out and about around town, you need to make sure you aren’t discussing any confidential business matters. And I’m sure we’ll have to start erasing confidential information off of our office whiteboards in case outsiders come to visit.
What about our culture?
Culture is always evolving. But our values will not change. We will continue to be all about openness, integrity, trust, excellence, simplicity, ownership and customer experience.
What if I have a question? Who should I go to?
If you have a question, check with your manager first. If they don’t have the answer, they can get more details from our investor relations, legal or public relations teams.
Important Information About the Transaction and Where to Find It
This communication relates to a proposed transaction between Mobix Labs, Inc. (“Mobix Labs”) and Chavant Capital Acquisition Corp. (“Chavant”) pursuant to a business combination agreement, dated as of November 15, 2022, by and among Chavant, CLAY Merger Sub II, Inc. and Mobix Labs (the “proposed transaction”). Chavant intends to file a registration statement on Form S-4 (the “Form S-4”) with the U.S. Securities and Exchange Commission (“SEC”), which will include a preliminary prospectus and proxy statement of Chavant in connection with the proposed transaction, referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all Chavant shareholders as of a record date to be established for voting on the transaction. Chavant also will file other documents regarding the proposed transaction with the SEC.
Before making any voting decision, investors and security holders of Chavant are urged to read the registration statement, the proxy statement/prospectus, and amendments thereto, and the definitive proxy statement/prospectus in connection with Chavant’s solicitation of proxies for its shareholders’ meeting to be held to approve the transaction, and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about Chavant, Mobix Labs and the proposed transaction.
Investors and securityholders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Chavant through the website maintained by the SEC at www.sec.gov.
The documents filed by Chavant with the SEC also may be obtained free of charge at Chavant’s website at www.chavantcapital.com or upon written request to: Chavant Capital Acquisition Corp., 445 Park Avenue, 9th Floor New York, NY 10022.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS COMMUNICATION, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Forward-Looking Statements
This communication contains certain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact contained in this communication, including statements regarding the benefits of the proposed transaction, the anticipated timing of the completion of the proposed transaction, the products offered by Mobix Labs and the markets in which it operates, the expected total addressable markets for the products offered by Mobix Labs, the sufficiency of the net proceeds of the proposed transaction and related financing to fund Mobix Labs’ operations and business plan, the advantages of Mobix Labs’ technology, Mobix Labs’ competitive landscape and positioning, the expected benefits from future strategic acquisitions, and Mobix Labs’ growth plans, strategies and projected future results, are forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “plan,” “targets,” “projects,” “could,” “would,” “continue,” “forecast” or the negatives of these terms or variations of them or similar expressions. All forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. All forward-looking statements are based upon estimates, forecasts and assumptions that, while considered reasonable by Chavant and its management, and Mobix Labs and its management, as the case may be, are inherently uncertain and many factors may cause the actual results to differ materially from current expectations which include, but are not limited to:
| · | the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect the price of Chavant’s securities; |
| · | the risk that the proposed transaction may not be completed by Chavant’s deadline for the proposed transaction and the potential failure to obtain an extension of the deadline for the proposed transaction if sought by Chavant; |
| · | the failure to satisfy the conditions to the consummation of the proposed transaction, including the adoption of the merger agreement by the respective shareholders of Chavant and Mobix Labs, the satisfaction of the minimum cash amount following redemptions by Chavant’s public shareholders and the receipt of certain governmental and regulatory approvals; |
| · | the lack of a third party valuation in determining whether or not to pursue the proposed transaction; |
| · | the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; |
| · | the effect of the announcement or pendency of the proposed transaction on Mobix Labs’ business relationships, performance, and business generally; |
| · | risks that the proposed transaction disrupts current plans of Mobix Labs and potential difficulties in Mobix Labs’ employee retention as a result of the proposed transaction; |
| · | the outcome of any legal proceedings that may be instituted against Mobix Labs or against Chavant related to the merger agreement or the proposed transaction; |
| · | failure to realize the anticipated benefits of the proposed transaction; |
| · | the inability to meet and maintain the listing of Chavant’s securities (or the securities of the post-combination company) on Nasdaq; |
| · | the risk that the price of Chavant’s securities may be volatile due to a variety of factors, including changes in the highly competitive industries in which Mobix Labs’ plans to operate, variations in performance across competitors, changes in laws, regulations, technologies including transition to 5G, global supply chain, U.S./China trade or national security tensions, and macro-economic and social environments affecting Mobix Labs’ business and changes in the combined capital structure; |
| · | the inability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities; |
| · | the risk that Mobix Labs and its current and future collaborators are unable to successfully develop and market Mobix Labs’ products or solutions, or experience significant delays in doing so; |
| · | the risk that Mobix Labs may never achieve or sustain profitability; |
| · | the risk that Mobix Labs will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; |
| · | the risk that the post-combination company experiences difficulties in managing its growth and expanding operations; |
| · | the risks relating to long sales cycles, concentration of customers, consolidation and vertical integration of customers, and dependence on limited or sole suppliers and channel partners; |
| · | the risk that Mobix Labs may not be able to consummate planned strategic acquisitions, or fully realize anticipated benefits from past or future acquisitions or investments; |
| · | the risk that Mobix Labs’ patent applications may not be approved or may take longer than expected, and Mobix Labs may incur substantial costs in enforcing and protecting its intellectual property; |
| · | inability to complete the PIPE investment in connection with the proposed transaction; |
| · | the risk that the entry into the equity line of credit is subject to the negotiation and execution of a definitive agreement between the parties and the availability of funding under the equity line of credit is subject to certain ownership, pricing and volume limitations; and |
| · | other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in Chavant’s Annual Report on Form 10-K for the year ended December, 31, 2021, which was filed with the SEC on March 31, 2022 (the “2021 Form 10-K”) and Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2022 and June 30, 2022, as such factors may be updated from time to time in Chavant’s filings with the SEC, the registration statement on Form S-4 and the proxy statement/prospectus contained therein. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. |
Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither Chavant nor Mobix Labs gives any assurance that either Chavant or Mobix Labs or the combined company will achieve its expected results. Neither Chavant nor Mobix Labs undertakes any duty to update these forward-looking statements, except as otherwise required by law.
Participants in the Solicitation
Mobix Labs and Chavant and their respective directors and officers and other members of management may, under SEC rules, be deemed to be participants in the solicitation of proxies from Chavant’s stockholders with the proposed transaction and the other matters set forth in the registration statement. Information about Chavant’s directors and executive officers is set forth in Chavant’s filings with the SEC, including Chavant’s 2021 Form 10-K. Additional information regarding the direct and indirect interests, by security holdings or otherwise, of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement/prospectus regarding the proposed transaction when it becomes available. You may obtain free copies of these documents as described above under “Important Information About the Proposed Transaction and Where to Find It.”
No Offer or Solicitation
This communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy, sell or solicit any securities or any proxy, vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Attachment C
Trading Restrictions Letter
| To: | Officers, Directors and Employees of Mobix Labs, Inc. |
| From: | Mobix Labs, Inc. |
| Date: | November 16, 2022 |
| Re: | Trading Restrictions in Chavant Capital Acquisition Corp. |
As we announced on November 16, 2022, Mobix Labs, Inc. (“Mobix”) and Chavant Capital Acquisition Corp. (“Chavant”) entered into a definitive business combination agreement (“BCA”). Chavant is currently a publicly listed company trading on The Nasdaq Capital Market (“Nasdaq”) and, upon closing of the transactions contemplated by the BCA, the combined company is expected to be listed on Nasdaq. As such, we wanted to remind our officers, directors and employees (“Insiders”) that trading in Chavant securities is subject to the rules of the U.S. Securities and Exchange Commission (“SEC”).
Pursuant to the SEC rules, Insiders are prohibited from trading in Chavant securities if they have access to any material1 non-public2 information about Chavant.
Since Mobix and our Insiders may have access to non-public information regarding Chavant and Mobix that could be deemed “material” to investors when they are determining whether to buy or sell Chavant securities, the following rules apply:
| 1) | No Insider, nor their immediate family members,3 can buy, sell, acquire or dispose of (“Transact”) Chavant securities, including Chavant public stock, warrants and units during the period between the first announcement of the signing of the BCA and the initial public filing with the SEC of the registration statement on Form S-4 (the “Form S-4”) relating to the business combination. |
| 2) | No Insider, nor their immediate family members,3 can Transact in Chavant securities following the filing of the Form S-4 without the prior written approval of President and Chief Financial Officer, giving consent to the transaction. This decision is at the sole discretion of Keyvan Samini. |
In addition, no Insider can recommend the purchase or sale of Chavant securities to any other person or entity; disclose material non-public information to people within Mobix whose jobs do not require them to have that information, or to people outside of Mobix; or otherwise assist anyone with Transacting in Chavant securities.
Anyone who has questions regarding this policy should contact Liana Muayyer at investors@mobixlabs.com.
1 Information is considered “material” if a reasonable investor would consider that information important in making a decision to buy, hold or sell securities. Any information that could be expected to affect a company’s stock price, whether it is positive or negative, should be considered material.
2 Nonpublic information is generally information not known or available to the public. To be “public,” information must have been disseminated in a manner designed to reach investors generally, and the investors must be given the opportunity to absorb the information, including information in a press release or filed with the SEC. Information that is solely on a website is generally not considered public information.
3 Immediate family members include individuals who reside with the Insider (including a spouse, a child, a child away at college, stepchildren, grandchildren, parents, stepparents, grandparents, siblings and in-laws), anyone else who lives in the Insider’s household, and any family members who do not live in the Insider’s household but whose transactions in securities are directed by or are subject to influence or control by the Insider.
Important Information About the Transaction and Where to Find It
This communication relates to a proposed transaction between Mobix Labs, Inc. (“Mobix Labs”) and Chavant Capital Acquisition Corp. (“Chavant”) pursuant to a business combination agreement, dated as of November 15, 2022, by and among Chavant, CLAY Merger Sub II, Inc. and Mobix Labs (the “proposed transaction”). Chavant intends to file a registration statement on Form S-4 (the “Form S-4”) with the U.S. Securities and Exchange Commission (“SEC”), which will include a preliminary prospectus and proxy statement of Chavant in connection with the proposed transaction, referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all Chavant shareholders as of a record date to be established for voting on the transaction. Chavant also will file other documents regarding the proposed transaction with the SEC.
Before making any voting decision, investors and security holders of Chavant are urged to read the registration statement, the proxy statement/prospectus, and amendments thereto, and the definitive proxy statement/prospectus in connection with Chavant’s solicitation of proxies for its shareholders’ meeting to be held to approve the transaction, and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about Chavant, Mobix Labs and the proposed transaction.
Investors and securityholders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Chavant through the website maintained by the SEC at www.sec.gov.
The documents filed by Chavant with the SEC also may be obtained free of charge at Chavant’s website at www.chavantcapital.com or upon written request to: Chavant Capital Acquisition Corp., 445 Park Avenue, 9th Floor New York, NY 10022.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS COMMUNICATION, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Forward-Looking Statements
This communication contains certain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact contained in this communication, including statements regarding the benefits of the proposed transaction, the anticipated timing of the completion of the proposed transaction, the products offered by Mobix Labs and the markets in which it operates, the expected total addressable markets for the products offered by Mobix Labs, the sufficiency of the net proceeds of the proposed transaction and related financing to fund Mobix Labs’ operations and business plan, the advantages of Mobix Labs’ technology, Mobix Labs’ competitive landscape and positioning, the expected benefits from future strategic acquisitions, and Mobix Labs’ growth plans, strategies and projected future results, are forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “plan,” “targets,” “projects,” “could,” “would,” “continue,” “forecast” or the negatives of these terms or variations of them or similar expressions. All forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. All forward-looking statements are based upon estimates, forecasts and assumptions that, while considered reasonable by Chavant and its management, and Mobix Labs and its management, as the case may be, are inherently uncertain and many factors may cause the actual results to differ materially from current expectations which include, but are not limited to:
| · | the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect the price of Chavant’s securities; |
| · | the risk that the proposed transaction may not be completed by Chavant’s deadline for the proposed transaction and the potential failure to obtain an extension of the deadline for the proposed transaction if sought by Chavant; |
| · | the failure to satisfy the conditions to the consummation of the proposed transaction, including the adoption of the merger agreement by the respective shareholders of Chavant and Mobix Labs, the satisfaction of the minimum cash amount following redemptions by Chavant’s public shareholders and the receipt of certain governmental and regulatory approvals; |
| · | the lack of a third party valuation in determining whether or not to pursue the proposed transaction; |
| · | the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; |
| · | the effect of the announcement or pendency of the proposed transaction on Mobix Labs’ business relationships, performance, and business generally; |
| · | risks that the proposed transaction disrupts current plans of Mobix Labs and potential difficulties in Mobix Labs’ employee retention as a result of the proposed transaction; |
| · | the outcome of any legal proceedings that may be instituted against Mobix Labs or against Chavant related to the merger agreement or the proposed transaction; |
| · | failure to realize the anticipated benefits of the proposed transaction; |
| · | the inability to meet and maintain the listing of Chavant’s securities (or the securities of the post-combination company) on Nasdaq; |
| · | the risk that the price of Chavant’s securities may be volatile due to a variety of factors, including changes in the highly competitive industries in which Mobix Labs’ plans to operate, variations in performance across competitors, changes in laws, regulations, technologies including transition to 5G, global supply chain, U.S./China trade or national security tensions, and macro-economic and social environments affecting Mobix Labs’ business and changes in the combined capital structure; |
| · | the inability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities; |
| · | the risk that Mobix Labs and its current and future collaborators are unable to successfully develop and market Mobix Labs’ products or solutions, or experience significant delays in doing so; |
| · | the risk that Mobix Labs may never achieve or sustain profitability; |
| · | the risk that Mobix Labs will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; |
| · | the risk that the post-combination company experiences difficulties in managing its growth and expanding operations; |
| · | the risks relating to long sales cycles, concentration of customers, consolidation and vertical integration of customers, and dependence on limited or sole suppliers and channel partners; |
| · | the risk that Mobix Labs may not be able to consummate planned strategic acquisitions, or fully realize anticipated benefits from past or future acquisitions or investments; |
| · | the risk that Mobix Labs’ patent applications may not be approved or may take longer than expected, and Mobix Labs may incur substantial costs in enforcing and protecting its intellectual property; |
| · | inability to complete the PIPE investment in connection with the proposed transaction; |
| · | the risk that the entry into the equity line of credit is subject to the negotiation and execution of a definitive agreement between the parties and the availability of funding under the equity line of credit is subject to certain ownership, pricing and volume limitations; and |
| · | other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in Chavant’s Annual Report on Form 10-K for the year ended December, 31, 2021, which was filed with the SEC on March 31, 2022 (the “2021 Form 10-K”) and Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2022 and June 30, 2022, as such factors may be updated from time to time in Chavant’s filings with the SEC, the registration statement on Form S-4 and the proxy statement/prospectus contained therein. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. |
Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither Chavant nor Mobix Labs gives any assurance that either Chavant or Mobix Labs or the combined company will achieve its expected results. Neither Chavant nor Mobix Labs undertakes any duty to update these forward-looking statements, except as otherwise required by law.
Participants in the Solicitation
Mobix Labs and Chavant and their respective directors and officers and other members of management may, under SEC rules, be deemed to be participants in the solicitation of proxies from Chavant’s stockholders with the proposed transaction and the other matters set forth in the registration statement. Information about Chavant’s directors and executive officers is set forth in Chavant’s filings with the SEC, including Chavant’s 2021 Form 10-K. Additional information regarding the direct and indirect interests, by security holdings or otherwise, of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement/prospectus regarding the proposed transaction when it becomes available. You may obtain free copies of these documents as described above under “Important Information About the Proposed Transaction and Where to Find It.”
No Offer or Solicitation
This communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy, sell or solicit any securities or any proxy, vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.